Flight of the Red Baroness
by Neoraichu
Summary: This is a RWBY AU where the Great War was more like WWI than swords & spears. Into this world comes Marilyn von Richthofen, a prodigy huntress with a knack for guns & advanced propeller driven aircraft. She also has a semblance that lets her carry around a dizzying array of weapons and armor wherever she goes. While hunting vermin Grimm in Vale City, she runs into Ruby Rose. Yuri
1. Chapter 1

by neoraichu

Warning: This story contains yuri relationships as well as changes to the canon story line.

Chapter Zero: Background.

This is an AU of RWBY, so things have been changed to protect the guilty. :) The Great War was more akin to WWI than it was to guys with swords and spears. After all, it's quite a leap to go from medieval weapons like those to hunting rifles and other complex weapons systems in only 80 years, let alone robotics.

Since Vale and Vacuo shared a common continent, their battles were particularly bloody. It came down to massive trenches along their border, with several tens of thousands slain in the standoff (especially because of things like machine guns and poison gas). It also ended much the same, with the development of precision artillery, large bombers and tanks. However, mass Grimm attacks brought the war to a close before any side was defeated.

The four countries came together, and the greatest general of Vale proposed that not only all warfare would stop, but each county would found an academy of Hunters and Huntresses. They were meant to not only cull the Grimm populations of their respective countries, but also compete against each other for the glory of their peers and setting their nations position in the world.

One of the greatest aces of Vale was the profound "Red Baron", who was credited with the shooting down of more than 100 Vacuo fighters and bombers. Unfortunately, he didn't survive the war. His son founded a private aircraft company, building various forms of planes for both commercial and military uses.

Time passed and the need for warplanes subsided. They switched to peaceful planes like passenger carriers, but soon, technology was getting ahead of the company. So instead of going with the flow, they stuck to propeller driven planes. Some were prop-jet hybrids. Many of them were used for 'barnstorming', but a number of others were converted to Grimm Hunting planes. After all, they had low speed and precise control which made them great for hunting all manner of Grimm, be they on land, sea or in the air.

By then, the Red Baron's son retired and his grandson took over the company. He was enamored with Dust, and began finding ways to incorporate the miracle crystals and dust into the planes, their weapons and their fuel systems. Dust powered planes could easily stay in the air longer than their pilots could stay awake, so refueling was almost a thing of the past. Also, the planes grew in size to over 40 feet long and forty feet wingspan for a one seater plane. With the increase in size and payload, they could virtually carry a weapon load almost 50% as much as the weight of the plane unloaded.

These planes were true monsters of the skies.

One day, the grandson fell in love with a beautiful woman he wanted to marry. After all, it worked for generations before him. However, the woman wasn't impressed with his wealth, his power, or his prestige. She was a huntress. A graduate of Vale's own prestigious Beacon Academy.

So he tried to impress her by becoming a great hunter on his own. Never quite as good as her, but good enough to catch her attention at least.

Their relationship almost ended before it started because of an accident involving a shipment from the Schnee Dust Company. They both nearly died from Dust Poisoning, but they survived where many others died. After all, no expense was spared to treat them both.

They wed, and in time gave birth to a daughter that they names Marilyn Von Richthoffen (after her great grandfather). It was discovered that the dust poisoning of her parents somehow gave the little girl a powerful aura, and that soon turned into an equally strong and strange semblance: The Semblance of Armory. She could absorb material into herself and return it to the physical world on a whim.

At first, she was limited to small objects like her toys, but it grew exponentially. When she was ten, she absorbed the manor's limousine. When she brought it back, she somehow understood almost everything about it, even knowing how to drive and repair the vehicle. What she couldn't do was absorb beings with Aura, so even the weakest of animals could not be affected.

Normally, the process took minutes of concentration, but the time she needed to focus grew shorter as she practiced more.

Her parents saw great potential, so they decided to home-school her as a Huntress. They wanted to keep knowledge of her gift under wraps, so they convinced her it was best to hunt alone. After all, she could produce weapons at will as well as vehicles, so they saw no need to 'weaken' her with the notion of teams. It was easier to work alone and keep their secrets safe. She wasn't taught not to help those weaker than her, but she wasn't allowed to accept help from anyone else.

She did have one confidant, however, and that was her butler, Alfred. He was a canine Faunus of some skill and massive patience, and the family trusted him to look after her as he looked after them for about 50 years.

Her first hunt was more or less a disaster. She was brutally mauled by a griffin and lost an eye as well as gained some battle scars. The eye was replaced with a state of the art cyber eye and well as having half of her face reconstructed. In addition to normal sight, it has a number of 'special features' that enhance her ability to track Grimm and see in unusual circumstances. As a result, she has no love of anything Grimm. It only drives her to be the best Huntress that she can possibly be.

As she practiced using her powers, she grew to the point where she could modify things stored within. Even improve them. It got to the point where she could convert raw materials into ammo for her firearms on the fly, as if she never needed to reload. She could make all manner of specialty bullets and shells, ranging from anti-Grimm hollow points containing her Grimmbane, a mix of Wolvesbane, sea salt and a dash of silver dust to APIT (Armor Piercing Incendiary Tracer). This included bombs and rockets as well.

A side effect of her semblance is the more material she's stored in her aura, the stronger, faster and more durable she becomes. It's easily greater than most cyborgs and robots. She's also heavier than one would expect given her stature and frame.

Her motto: "If I'm going to slay a Grimm, I'm not gonna screw around!"

Thus begins the **Flight of the Red Baroness**...


	2. Chapter 2

by neoraichu

Chapter One: A Dark and Stormy Knight

"It's lucky I don't look for gratitude or payment," muttered Marilyn as she stalked the streets of Vale in the middle of the night. After all, it was the best time for the urban Grimm to come out and cause trouble. Not all Grimm were huge and menacing. Some were just over-sized Sewer Rats. With her cyber eye, she easily saw into the darkness so she didn't need a light source to reveal her position.

In her hand, she carried a 11.4 mm semiautomatic pistol she used during her 'stealth operations'. It had subsonic ammo, a flash suppressor and silencer that reduced the sound of each shot to a puff of air. The twelve rounds in the double stacked clip were her personal Grimmbane hollow points. Fortunately, Vale had some lax gun laws considering the need for citizens to defend themselves against various vermin, Grimm or otherwise.

She was patrolling Vale at night for a week, and was getting good at knowing what was where. For one thing, she didn't have to go anywhere near Beacon Academy: That place was crawling with Hunters and Huntresses, after all.

Turning onto a street she knew, she saw the **Dust Until Dawn Shop**. It was open 24 hours like a convenience store with a generous Dust supply. When anyone would legitimately need Dust in the wee hours of the morning, she had no idea, but being the only Dust supplier in Vale at that time of the night allowed one to have a clientele of sorts.

' _Funny,_ ' she thought, ' _This street is unusually empty... even at this time of the night._ '

With no Grimm in sight, she banished her pistol as she walked towards the lit storefront. Even around here, openly showing a gun was not considered... polite.

"Alright men," said a voice within, "We're only here to clean out the Dust supply. No one touches the register, but feel free to 'touch' the old man here if he should do something... foolhardy... or heroic... or both."

' _Great... the"other kind" of vermin is out tonight..._ '

She brought the pistol back with standard semi-jacketed hollow points. After all, using poison on normal men was considered grounds for premeditated killing... and she didn't want that bother on her hands.

' _I need to know what's going on in there,_ ' she mused as she switched into thermographic visuals, ' _otherwise they might use hostages against me._ '

Through the thin walls, she could see clearly five mature men carrying items she assumed were weapons, an elderly man and a young woman. The men were in front, the elderly man behind a counter, and the young woman was in the back apparently undetected.

She risked peeking in the window to see one man in a tacky white suit, and four men in black. The white suited one appeared to be in charge, sending the other men with tubes to load up all the Dust from the bins as he forced the old man to load all the whole crystals into a case on the counter.

' _Despicable..._ '

As one of the men came around to the wall, he spied the young woman in the back. She seemed oblivious as he ordered her to put her hands up. Marilyn could still do nothing with the men so close, so she watched as he came up behind the red cloaked woman and tapped her on the shoulder. She turned and pulled her hood back to show she had full headphones on, so he pointed as his own ear.

That caused her to remove them.

"I said 'Put your hands up!" he repeated himself.

Her reply was too soft to hear, but she hear the sound of fist meeting flesh as the men flew back towards the storefront wall.

Mister White Suit took notice, so he sent another man to go see who attacked one of his men.

She grabbed him with great speed and flung him out the window.

' _Definitely a trained combatant,_ ' she mused as she watched her leap out the window after the man.

The first man hit got up as the three thugs and Mister White Suit stared out through the broken glass.

"Great," he muttered, "We have ourselves a hero on our hands... I hate do gooders."

His men looked out with their red glasses waiting.

"Don't just stand there!" he cussed, "There's only one of her! GET HER!"

The three men moved out through the front door. However, she rushed ahead to pistol whip the first man between the eyes before he knew what hit him, knocking him back into the store and the other two men.

"Dammit!" he cussed, "These heroes must be multiplying on me!"

By then, the young woman pulled a weapon from under her cloak, and it unfolded into a rather impressive looking scythe.

Mister White Coat wasn't impressed. He dropped his cigar and stomped it out under his shoe.

Marilyn moved out into the street to stand by the young woman.

Once the four goons were back on their feet, they rushed forward to engage the two women in battle. They weren't even worth the effort of the ladies to use their weapons on them when punches and kicks sufficed.

"Well this has been fun," muttered Mister White Coat, "but I have places to be and no more time to play with you." He raised his cane as a sight unfolded from the end revealing an open barrel.

"Be careful!" called Marilyn, "That's a Dust Gun!"

The cane fired a red fire pulse that pulverized a path in the pavement a yard wide and a few yards long. In the flash of light, he seemed to vanish from the place he was just standing before.

The shopkeep came to the door.

"You alright, sir?" asked the scythe wielder.

He nodded.

"You're good until the police arrive?"

He nodded again.

"He's heading up that ladder towards that roof top!" called Marilyn as she spied Mister White Suit scrambling up a old iron ladder.

The young woman meeped as she was grabbed around the waist, and Marilyn made a dash towards the wall. He just round the roof top when she lept clean from the ground up to the roof top herself.

"Going somewhere, criminal?!" asked Marilyn as she let the other woman go.

He turned to face the two, clearly irritated as he said, "You heroes just don't know when to quit, do you?!"

"We'll quit when you're in jail!" said the young woman as she readied her scythe again. Looking at the weapon more closely, Marilyn could tell it contained elements of a hunting rifle and probably could be reconfigured into one as needed. The large ammo clip was clearly visible.

"You are outnumbered and your little trick won't work twice," added Marilyn, "Surrender and you'll come to no harm!"

"I always have a backup plan," he said as a Bullhead VTOL rose up behind him.

The side door opened as the other young woman rushed him, but he leaped back into the open door before he was reached.

"You're really getting on my nerves!" he called as he tossed a large red crystal at her feet.

She tried to get back before he did anything, but he fired another red pulse right into it. There was a large explosion. Before the smoke cleared, she could see a magic barrier in front of her, and just behind the barrier between them was a witch with a wand.

"WE'VE GOT A HUNTRESS OUT HERE!" he cussed.

The witch created a group of crystals that she flung at the transport, several of which embedded themselves in the hull of the VTOL. Mister White Suit fled towards the cockpit as a woman replaced him in the open door.

' _They have a witch of their own!_ '

The witch in the Bullhead cast fire spells against the other witches crystal attacks, apparently at a standoff. The young woman fired her scythe as well, but the fire witch seemed to block all the bullets with her bare hand. Of course, she would have died without a strong defensive aura up.

' _I can't be sure this witch will win. It's time to GET DANGEROUS!_ '

She called forth her 11.4 mm chaingun with a huge ammo drum and probably weighed at least as twice as much as she did naked and dripping wet. The drum was loaded with 500 rounds of Armor Piercing Incendiaries (API for short) which fired at a rate of 20 rounds per second. There was a streak of flame from the turning barrels as while as the whine of the gun and the sounds of supersonic ammo breaking the sound barrier.

Instead of firing on the fire witch and wasting rounds on her aura, she instead opened up on the Bullhead's tail structure. She knew that aura couldn't protect it, and the fire witch didn't have time to cast a shield of her own.

They could hear the cockpit alarms wail as the metal shredded, and the tail section caught on fire.

Mister White Suit turned tail and ran at full thrust, the fire witch barely keeping herself from falling out the open door in the process.

"Excuse me, ladies," said the crystal witch, "but you are both in big trouble."

They could hear the wail of sirens closing in on them.

The scythe wielder was gushing as she asked, "Are you a huntress?! Can I have your autograph?!"

...

Later at the Police Station

...

While they were being taken in without being cuffed, they found out the crystal witch was no less than Glynda, the Good Witch of Beacon Academy. She seemed to be awfully chummy with the police to the fact they allowed her to interrogate the two young ladies. After all, the large chaingun vanished before the police ever caught sight of it, and the crystal witch just assumed it was some kind of magic construct.

It also turned out that the scythe wielder went by the name, Ruby Rose, An aspiring huntress from Signal Academy. That place was known for being a Huntress Prep School and Ruby was still two years away from graduation.

Once at the station, they were split up and sent to separate interrogation rooms. Marilyn was kept waiting while Ruby was questioned.

What she didn't expect was a knock at her door.

"May I come in?" he asked.

"Free country," she replied.

The man that came in had silver hair and small lensed glasses. In one hand, he held a plate of cookies and another, a glass of milk.

He stepped in as she added, "Ah, the distinguished Ozpin, headmaster of Beacon Academy. Slumming at the police station, are we?"

"Only to be in the presence of Marilyn Von Richthofen," he replied evenly, "The young home-schooled Huntress."

"A small job to eliminate Grimm within city limits at night."

"Well I'm sure your silver cybernetic eye is more than adequate for that," he mused evenly.

"It is."

"Hungry after a night of hunting?" he asked.

"Do I look like a child to you?" she replied.

"Compared to me, you are."

"Well I'm 14 years old and at the age of majority," she huffed.

"Not old enough to have a license for driving or piloting, my dear."

"I have the proper permits signed for in my parents' name."

"My offer to come to Beacon Academy still stands," he mused as he cocked his head to one side.

"I think father and mother have done a good enough job training me to be a Huntress."

"You know nothing of teamwork," he replied, "and I'm sure there's many things they haven't taught you about the Grimm."

"I have no prep school..."

"I have waved that requirement more than once before..."

"and my answer is still 'no'."

"Very well," he mused as he turned around, "I'm sure you'll be released into the custody of Alfred soon. Right now, I need to talk to a ruby in the rough..."

She nodded as he walked out, cookies, milk and all.


	3. Chapter 3

by neoraichu

Chapter Two: Initiate Interruptus

The small group stoop atop the Beacon Cliff overlooking the Emerald Forest as they were scrutinized by Glynda. Ozpin seemed rather relaxed as he sipped whatever was in his coffee cup. The prospective students were lined up, each one standing on a square for reasons yet to be explained.

"Welcome to the initiation," he said as the tension was finally broken.

"Say," asked Jaune, "Are we looking for something from up here?"

Glynda scowled, but Ozpin replied, "You will be very shortly."

"Please don't interrupt the Headmaster," added the witch.

"Sorry," sighed Jaune.

However, a buzzing sound was drawing Ruby's attention.

"Let us end some rumors right off," said Glynda, "You will be getting paired up today."

"Yes," added Ozpin, "You will be partnered up with the first person you see after the launch phase is over."

"Launch phase?" asked Jaune quietly.

Ruby leaned over and whispered, "You're standing on a catapult platform."

He gulped.

"This process should be nothing new to someone who passed the prep training," mused Ozpin as he looked over at Jaune.

"Oh,.. totally... of course... Just wanted to make sure everyone else was on the same page as us."

"Of course."

Glynda, however, was staring at him suspiciously.

While she was staring at him, Ruby blurt out, "HEY! FOK U!"

The witch spun to face her as she spluttered, "Young lady, how dare you!..."

"GLYNDA!" said Ozpin with uncharacteristic force, causing her to spin to face him now. "Ruby there is merely... excited... to see a Fokker Dreidecker Model U that's coming in from the north."

"Isn't that plane AMAZING?!" gushed Ruby.

"In spite of it's... retro appearance," he mused, "It is one of the most heavily armed of all aerial Grimm hunting fighters."

"But what is that doing here, today?" said Glynda with a frown.

"Judging by the loud and bright colors on that plane, I'd say we're getting an unscheduled visit from the 'Red Baroness'."

"Is she going to interfere with the initiation?"

"No, I'd say it's more likely that our initiation is going to interfere with her hunt."

"Maybe we should postpone..." suggested Jaune.

"No, things will still go ahead," assured Ozpin, "While the instructors are watching and won't interfere with Grimm, they will step in should things get out of hand with our flying guest."

"Could she pose a threat to the instructors?" asked Weiss, "She could well have several Dust enhanced weapons on the plane."

"I'm sure the instructors will be fine. No need to concern yourself with their safety."

"It is nice that someone cares," added Glynda.

"I wish I could fly right now..." grumbled Jaune.

He was ignored by all.

They went over the details of going to the abandoned temple at the end of the road with their partner, gathering a relic and returning to the cliff where they would be graded on their performance. While getting back first helped, it wasn't the only thing being graded.

"Glynda, please set the launch pads," said Ozpin as she began operating her virtual scroll. The pads began turning away from each other. "This is to assure that no one is going to land in the same area as someone else. After all, part of the test is to find a partner in the first place."

The pads began launching their initiates one after another with several seconds of delay between each one. Based on their launch arcs, they would travel a few hundred yards downrange before they entered the tree canopy.

Jaune was last to go, and his girly screaming must have been heard over a long distance.

There was large explosions in the distance.

"I hope she's not going to wipe out all the Grimm at the abandoned temple," muttered Glynda.

"Unlikely," mused Ozpin.

"Ozpin," said the witch in mild alarm, "The Baroness' plane is coming back this way."

"So?"

"If she doesn't see Ruby coming right at her..."

"In spite of her youth, she's a Huntress and a veteran pilot. I'm sure they'll both be..."

Ruby sailed over the propeller and the uppermost wing as she smacked into the plane's vertical tail fin.

"That... will leave a mark," muttered the Headmaster.

"Should we disqualify..."

"No, let's see how this works out," said Ozpin as he sipped from his mug.

Meanwhile, Marilyn wasn't used to having humans flung at her plane, so she barely managed to dip down enough to avoid having the incoming person mulched by her propeller. Glancing in the rear view mirror, she saw a young woman plastered to the vertical tail fin. She set the autopilot to level flight, cranked by the plane's full canopy, and went out to retrieve her 'passenger'. She just had to crawl over the passenger seat/cargo space before she was out on the plane's metal skin.

By staying on her belly, her unusually high weight kept her from getting blow off the tail section as she moved forward.

"Hey you!" she called as she got closer, "If you can hear me... Ruby Rose?!"

Ruby look back in some understandable confusion.

"Just take my hand!" she called as she reached out.

She did so, and as the Baroness turned about, Ruby found herself on the woman's back. Soon they were crawling back towards the cockpit.

Just then, a Grimm Griffon rose right in their path. There was no time to get back to the cockpit, so Marilyn leaped away from the plane before it plowed into the monster with a fairly large explosion.

"Oh, if I survive this mess, Alfred is going to kill me!" she swore as she cradled Ruby in her arms and aimed for a sturdy tree. She kicked the first tree, splitting it in two as the rebound energy sent them towards another tree trunk. It wasn't that she had anything against trees, but was just using it as a kinetic energy sponge to blunt their forward speed.

"Sorry for the sloppy landing!" she cried, "Not enough time to summon a parachute large enough for two!"

She turned to kick another tree, splintering the trunk while not snapping it in two. After rolling in midair a half a dozen times, the two of them landed on the forest floor with Ruby firmly grasped in her arms.

"Could have nailed the landing myself," muttered Ruby.

"Look. I know you could," she replied awkwardly, "but I couldn't take the chance that you would try to help me instead."

"That's bad?"

"My mother is all but a legendary Huntress," replied Marilyn, "and she taught me that true strength comes from being able to do anything on your own. It is weakness to accept help, but no disgrace to offer it."

"Sorry about your plane," she muttered.

"It's alright, Miss Ruby. I have a couple more... in storage... and I'm sure I'm going to get a firm scolding from Alfred, my... butler."

"So... planning to let me down some time today?" asked Ruby with a twinkle in her silver eyes.

She laughed nervously as she let Ruby down gently. Ruby wondered if she saw the Baroness blushing as she looked away at something 'more interesting'.

A moment of silence passed between the two of them as Ruby tried to think of something to say to break the ice.

That changed when Marilyn suddenly turned to face her. " **What on Remnant were you doing flying through the air like that?!** " she asked as she took Ruby by the shoulders and looked her in the eyes.

"Oh, it's Beacon Academy Initiation Day," she replied with a smile.

"WHO THE HECK THOUGHT THIS WAS A GOOD IDEA?!"

"I'm guessing... Headmaster Ozpin?"

She sighed as she let Ruby go.

Now that she had a moment, she could see the Red Baroness' flying attire from top to bottom. It was a tad frilly, but Ruby was sure by touching the material it was in fact bullet-resistant cloth... and a number of layers in some places. Most of the outfit covering her body was a one-piece jumpsuit with a number of zippers and pockets placed all around. There was also elbow length leather gloves and knee high leathers boots, all in black as well. Her fingerless gloves, belt and leather flight helmet were all blood red in color. Around the sides and back of her belt was a multi-layered bright red skirt. It was held in place by a wide black leather belt. On the belt was a number of pouches as well. The red tinted flight goggles were perched above her eyes instead of wearing them at the moment. Red scrunchies gathered her copper red hair back into two ponytails.

"Well there's no room for a flying machine," she mused as she looked around, "I guess I'll have to get out of here overland." She focused her aura as she said, "I guess it's up to the Kettenkrad to get us out of here."

From a glowing circle, a strange machine that was half motorcycle and half half-track emerged. In the back "passenger box" was a pintle mounted machine gun.

"Can you handle a 7.92 mm machine gun?" she asked as Ruby climbed into the back.

"I can fake it," Ruby answered.

"Close enough."

The Dust powered motor came to life as they drove down the path.

"How many of you are there out here?" asked Marilyn over the sound of the cycle.

"Oh... a couple of dozen."

"Blast!"

"Why?" asked Ruby, "Is there a problem?"

"The bombs I dropped earlier," she replied, "I killed a couple dozen Grimm with them, but now... I think every Grimm in the Emerald Forest in on alert."

"You didn't know..."

"I should have known," snapped Marilyn, "I should have known before I registered my flight plan with Vale control. This is a bad place to crash, so Vale authorities aren't likely to risk Grimm attack to send any rescue out here."

"Especially if they know it's Beacon Academy Initiation Day," agreed Ruby, "but Ozpin saw you coming. He continued with the Initiation anyways. I'm sure he knows what he's doing."

"I hope so."


	4. Chapter 4

by neoraichu

Warning: _Suggestive_.

Chapter Three: Trails of Black and White

Weiss trudged through the forest grumbling to herself, "Man, I hate nature... So filthy out here... Why didn't I bring some of the manor staff with me?!"

She had been stumbling through the woods trying to find her way towards the temple at the end of the road, but managed to not only not find the road, but get turned around without any guideposts she could recognize.

"I'd even be happy if I stumbled into that... Ruby Rose character... or that clod Jaune Arc... at this point."

Of course the fact she was talking to herself out loud was completely lost on her.

She figured as long as she had her Myrtenaster, a Multi-Action Dust Rapier, and her dust reserves, she would get through. Even if she had to do it on her own. After all, she was a Schnee and she did have a fair amount of combat training back at the family estate. Most of her combat was against the family's over-sized robotic knights, which considering their limited AI capacity, limited the level of challenge they offered.

She had trouble grasping the notion that finding a partner was something you shouldn't do on your own.

"Once I become a great Huntress, even my older sister Winter will be impressed. She has to."

She didn't even bother to wonder how the others were doing in the Initiation, nor was she really looking for any of them that hard.

Then she cursed when she stepped into a small patch of mud that lay under a loose layer of leaves.

"What else can go wrong today?"

It was about then that a monster stood up from the nearby bushes. Over ten feet tall, black fur, white armor plates, and blood red eyes: Yep, it was an Ursa Grimm alright. He didn't look happy to see Weiss.

"I suppose you're here to get in my way too?!" she announced in annoyed tones.

...

"Remember the plan," muttered Yang, "You saw Ruby in the air behind you. She couldn't be that far away from my landing point... I hope she wasn't to close to that aerial explosion I heard earlier." In spite of using Ember Celica to change her course, she was too far ahead of Ruby to predict where she was going to land. Once her weapons were deployed, it was just more practical to leave them like that.

"I hope the Grimm here are up to posing some kind of challenge to me," she added optimistically. She hated to be bored to the point she went to a disco acting as a front for organized Vale crime just to get into a fight. Her father certainly gave her a scolding for that one.

Several wolfish humanoids emerged from a shadowy cluster of bushes. They approached in a pack as they prepared to swarm the golden blonde woman.

"Oh come on," she muttered as a shotgun round clicked into each of her Ember Celica, "Beowolves? I was hoping for a challenge!"

She rushed into the group as they maneuvered to surround her. Her fist struck the lead Grimm in the jaw.

Turning to her right, her other fist was jammed into the throat of the next attacker. The shot severed it's head from its body in an impressive manner.

Two more moved up to replace the fallen, their clawed hands swinging wildly at Yang's arms, chest and head.

"Hah!" she taunted, "Missed all my vital!..." She was interrupted as a few strands of her golden blonde hair floated before her eyes. They turned red as she cocked her fists and her shotgun bracelets. " **YOU SONS OF!.. NOW DIE!** " she screamed as she fired off a half a dozen rounds into the two offending Grimm before her. Their chests exploded out their backs.

The rest of the battle passed in a haze as her rage took over. It only mattered that when she came to her senses, all the Beowolves were corpses turning into smoke before her eyes.

"Serves you right..." she growled under her breath.

It was also then that she noticed the woman in black leaning against a tree and casually reading a small manga. She didn't seem to have a care in the world. Yang knew that unless she was secretly deaf and reading lips, there was no way she could have missed the battle between her and the Beowolves.

"Oh... what was her name?" she muttered as she walked over.

As she drew nearer, she noticed the cover of the book: Tales of the Tentacle Hunter Volume 3.

"Wait... you're actually reading 'Tales of the Tentacle Hunter'?! Isn't that just a bunch of stories about women getting groped and molested by Tentacle Grimm?!"

"What?" she replied, "I just like the complex story behind it. The hero who has to choose between killing his brother who killed their parents, or trying to save them from themselves. The forbidden fruit that hangs between him and his own twin sister. She is warm for his form."

"So you're saying you have no interest in the long parts where helpless naked women get felt up by man and Grimm?"

"I... uh... can't say such things are offensive to me," she replied as her eyes drifted back to the book, "Besides, I noticed that other than the huge eyes, the women in this manga have realistic ranges for the bust and ass... given their age and height."

"AHA!" said Yang as she pointed a finger at Blake's eyes, "You're into hentai! Admit it!"

"Still a free country..." she muttered back.

"So were you waiting for..."

"I was waiting for someone to come along," interrupted the woman in black, "I guess it's fate that it turned out to be you."

"Then let's shake on it, partner!" said Yang as she offered her hand.

"By the way, the name's Blake Belladonna if you forgot," she said as she took Yang's hand and shook it.

"Of course I recall that," said Yang as she lied through her teeth.

Blake stood away from the tree as she tucked the book into her shirt.

"I don't suppose you've read the _Adventures of the Rope Queen_ , have you?" asked the golden blonde as she waggled her eyes suggestively.

She sighed before she replied, "Just how many times can one woman be stripped naked and hogtied? I'm sure she's into it no matter how much she protests... before the Villain of the Week gags her."

"Yet she's never been tied up the same way twice."

"Wait," replied Blake as she rubbed the bridge of her nose, "You aren't imagining me naked and hogtied just because the main character and I... kinda sorta look alike... are you?"

"Noooooooooo..." she replied slowly.

"So let's keep it like that, shall we?"

"Hah, I bet you're imagining me naked and covered with Tentacle Grimm right now, aren't you?"

"Noooooooooo..." replied Blake.

...

"Hey," said Jaune to Pyrrha, "Maybe the relic is hidden in this dark cave?"

"I don't think this cave counts as ruins," she replied.

"Maybe the cave leads to underground ruins?"

"Well... I can't say that's... not possible."

By then, he was already walking into the cave opening.

"Nothing bad can happen here," she muttered. They were unofficially partners, after all.

Saving him from the fall by using her weapon in spear for to pin him to a tree trunk by his cloak. Using her own aura to awaken his. The two of them were already practically soul mates at that point, not that he was ready to notice.

She wondered how he even managed to get into Beacon without having his aura awakened or his semblance recognized. Well, that was a matter for another time.

"When I become a hunter," he muttered, "I'm going to start a line of Hunter Headlamps. Seriously, this stumbling around in the dark... blows."

"Well I can agree with you there. If you play your rewards right, I'm sure you can start your own company... in five or ten years."

"Everyone needs goals, right?" he asked eagerly.

"That we do..."

"So what's your goal?" he questioned as she lost sight of him in the pitch dark.

"Oh... I have more of a fate than a goal..." she replied softly.

"What?"

"Nothing... I hope this isn't a pointless dead end."

After a moment, he asked, "Do you think it's strange that you and I both use a sword and shield?"

"Well, Milo is normally a spear... but I get your point."

There was a glint of gold ahead.

"Hey, I think I see the relic!" said Jaune as he moved faster.

"I'm not sure that's..."

He reached out and grabbed the pointed end of 'the relic' which was oddly pointed down towards the floor. It growled.

"You know... I'm suddenly thinking... THIS IS NOT A RELIC!" he shouted as multiple red eyes began glowing before him.

Jaune was lifted into the air, and Pyhrra started running back towards the place they came in. The air was once again filled with his girly screaming.

...

Meanwhile, Weiss finally stumbled upon the road leading to the abandoned temple. The Grimm that bothered her before was a nice little block of ice somewhere in the woods behind her. No challenge at all.

It helped that she followed the sounds made by a tracked vehicle. To her surprise, she saw Ruby and a stranger riding on some kind of motorcycle/half-track hybrid machine with a machine gun mounted in the passenger box.

"Aren't vehicles illegal?" she grumbled.

"No one said they were," replied Ruby.

"And outside help as well?!"

"Well I didn't mean to crash into her plane!" protested the red robed one.

When the other woman turned her head to look at Weiss, she recognized the silver cybereye.

"Wait," she said in sudden realization, "Are you the _Red Baroness_?!"

"Marilyn von Richthofen at your service," she replied.

"Hah," she smirked, "The Schnee Dust Company supplies Dust to the Fokke-Richthofen Works, doesn't it?!"

"Indeed they do."

"Got room for one more back here," offered Ruby as she gestured behind her. At the moment, Ruby was standing up to man the machine-gun.

"Well... as long as you're offering," she muttered as she walked towards the vehicle.

"Say... where's your partner?"

"I haven't seen..."

" _That makes me your partner!_ " gushed the red robed one.

"That would just be my luck..." muttered the snow-white blonde under her breath.

The Baroness looked up as a couple of huge feathers drifted to the ground around them. "Crap!" she cussed.

"What?" asked Ruby and Weiss together.

"Those are Nevermore Feathers," she replied, "That means one is flying overhead somewhere! If we aren't careful, one could swoop in and carry one of us off before we even know what's happening!"

Weiss jumped in back quickly.

"Well now that we know, I'll sweep the skies while you drive and look for more Initiates."

"In for a penny, in for a pound," mumbled Weiss as she kept her eyes in the sky as well.


	5. Chapter 5

by neoraichu

Chapter Four: Emerald Forest Survivor

Marilyn drove down the path looking for other Initiates as Ruby scanned the skies for the Nevermore they saw signs of earlier. Weiss split her attention between scanning the skies and looking around for Initiates herself.

Since she only needed one hand to steer, the Red Baroness used her other hand to carry her custom made 12.7 mm handgun styled after a broom-handle Mauser. Since she could reload as needed from her Semblance, the lack of detachable clip wasn't an issue. In fact, it made the gun more reliable for it's simpler design. It was powerful for a handgun, but wasn't too hard for Marilyn with the effects of her aura on her own body.

"This is riding in style!" gushed Ruby from the back.

Growing up around a collection of such machines back at the family armory/garage, it didn't seem all that special to the aerial Grimm Huntress.

When a Boarbatusk broke out of the bushes at the side of the road, Ruby opened fire on it. However, many shots were deflected by its armored skull.

"Ruby!" Marilyn called back, "Don't aim for the red target between it's eyes! That's the most armored point! Aim for the eyes!"

"Ah!" she replied as she switched to firing at the eyes on the right side of the head. Once a shell or two penetrated there, the Grimm perished.

"It's lucky we were trained on a wide variety of armaments back at Signal Academy," mused Ruby, "Now... where's the reloads?"

Marilyn reached up to touch the barrel for a few seconds before she replied, "There. All set." Even though the barrel had heated up, it didn't bother her.

"That must be rather convenient," gushed the young huntress.

"Well, it is... as long as I don't... overdo it," she replied slowly.

"Well what's overdoing it?"

"Since my abilities have expanded so much over the years, I'm not sure. I just know what I feel like when I get close."

"Okay then," she replied eagerly, "Let's keep going then."

She remembered back to the time a few years ago when someone challenged her to summon a Sonderkraftfahrzeug 251/21 (a medium half-track armored transport complete with triple 20mm cannon) in less than a minute, she passed out for a good eight hours. It took a good two hours to absorb and copy the large vehicle to begin with.

By now, she could summon a heavy battle tank in a reasonable amount of time with herself get only somewhat tired in the process, not that she had to do such things on a regular basis. However, she came to the conclusion that using her ability increased her efficiency at using the Semblance, so she had to practice as a matter of course.

"When I was back at Signal, my midterm test was to take the weapon I made myself and take out a pretty large pack of Beowolves," mused Ruby.

"So you crafted that weapon yourself?"

"Well Uncle Crow made the basic blueprints for me," she replied.

"Family can help you..."

"Oh, he's the Headmaster at Signal Academy," she answered. There was a pause before she added, "Not that he showed me any favoritism!"

"Funny thing, but my father has always been my sternest tutor and the hardest one to impress. He primarily taught me to fly and handle heavy weapons or crew served arms. Mother is about the same, even though she tutored me in other subjects."

"That must have been an interesting childhood!" gushed Ruby.

"I used to be more carefree until a Giant Ursa mauled me. Then I got the cyber reconstruction."

"How old were you when that happened?" asked the red cloaked one.

"It was when I was eight years old," she replied evenly.

"EIGHT?!" asked Weiss in alarm.

"There's high expectations from a Richthofen," she replied, "Considering I'm also the only heiress at the moment."

"I assume that your parents were much more cautious after that?"

"Not really," she answered evenly.

"Here I thought my training was rough," she muttered.

"Fortunately, the cyber-eye doesn't require adjustment surgery like some of my other implants do."

"How many do you have?"

"Oh, three of my main bones were shattered beyond repair: One arm and both legs. I've had three replacement operations as my arms and legs have grown. Hopefully not many more will be required before I'm fully grown up."

"That must have been... a hardship," sighed Weiss.

"I... got used to it..."

No one even blinked when Ruby cut down the next Boarbatusk that burst from the bushes.

Shortly after, Yang and Blake emerged onto the road looking for the sound of the machine-gun fire.

"Well you are riding in style," mused Yang as she looked over the Kettenkrad.

"I think we got room for a couple more," suggested Ruby.

"This isn't... cheating?" asked Blake.

"No one said it was," she replied.

"My bombing earlier... it changed things..." sighed Marilyn, "I'm not even sure... the Initiation is valid anymore."

"I wouldn't mind doing it again!" gushed Yang.

"You would," muttered Weiss.

"What's _that_ supposed to mean?"

"Nothing," she replied as she checked her rapier.

Yang and Blake clambered into the back next to Weiss. They continued down the road towards the abandoned temple.

Almost as an afterthought, the Red Baroness reached up and touched the machine-gun to reload it. It was heating up pretty quickly.

"Wait," said Blake suddenly, "I hear something up ahead."

The Kettenkrad stop as the engine dropped to idle, and they could all now hear girly screaming and crashing sounds up ahead.

"It sounds like someone's in trouble," said Mariyln.

"Sounds like Jaune to me," muttered Weiss.

"Whatever's up there will have to wait!" replied Ruby, "We got Big Bird up there!"

They all looked up to see a Giant Nevermore coming at them. It looked like it might just be large enough to carry off the half-track cycle and everyone with it.

"Aim for the wing roots!" shouted Mariyln, "The skull is so armored that any bullet or shell would have to enter an eye and bounce around to hit the brain! It's too much to leave to chance!"

So they all opened fire on the Grimm's right 'shoulder'. It was enough pain to make it veer away at the last second, but Marilyn drove backwards just in case it didn't change its mind.

"We're too vulnerable on the road!" called the driver as she turned off the road, "I'm going into the trees for some cover!"

"Good idea," replied Ruby.


	6. Chapter 6

by neoraichu

Chapter Five: The Search for Leaders

Meanwhile, Nora and Ren stumbled upon the scene caused by the Death Stalker smashing its way out of its cave in pursuit of Jaune and Pyrrha. They had bumped into each other in the woods after landing, all the while Nora gushing about how it was Fate. Ren, on the other hand, was far more sure she was just stalking him from launch, but didn't want to ruin the mood.

Jaune was getting tired from running and screaming at the same time.

"Wow, screaming like a little girl sure is a great way to keep a Grimm's attention," said Nora.

"I don't know," replied Ren, "I have my doubts... about it being an act."

"In either case, I guess we should swoop in and help them out!"

"Well, the purpose of this test is to forms teams," he replied as the two of them moved into to attack the Death Stalker.

"That's the spirit!"

"The problem is the Death Stalker has almost no weak points other the the place where the golden stinger meets the tail!"

"I'm sure you'll come up with a plan!" she replied, "You always do!"

Up ahead on the road, Pyrrha shouted, "Just don't let the golden stinger hit you! Its poison is known for affecting targets through defensive auras and armored clothing!"

"AHH!" he yelled as he ran around between the scorpion-like Grimm's legs.

' _This guy is a piece of work, isn't he?_ ' she mused as she remembered the moment she awakened his aura, ' _I really have to wonder how he passed the admission standards here..._ '

"Look at that guy go!" shouted Nora, "He's like some kind of evasion pro!"

"I'm sure he never loses at Dodge Ball," agreed Ren.

The monster, on the other hand, had lost interest in Jaune as a genuine threat to focus all of its attacks on Pyrrha. She had her hands full blocking both claw attacks as well as the stinger, though her focus was on blocking the golden stinger.

"Hey!" called Ren as he moved up, "The Death Stalker is not immune it it's own poison!"

"How do you get it to sting itself?" asked Nora.

"Maneuvering and Strategy!" he replied.

"Can the golden stinger pierce it's own armor?!" asked Pyrrha.

"Yes, I believe it can!"

She responded by jumping on the monster's head and stabbing it in one of its eyes with her spear. The angle wasn't enough to get into the brain case, but the pain she caused it surely got its attention. When the tail came down, she danced aside as it bore into its own skull armor.

"It didn't go all the way through!" she called as she jumped off.

"But the stinger is stuck," said Ren as he jumped on the head and fired both of his StormFlower guns into the joint between the golden stinger and the rest of the tail. Before he could finish the job, a back swing of a claw knocked him off the monster's back.

"Pyrhha," called Jaune, "I think your shield can finish cutting off the tail! Then Nora's hammer can drive it into its own skull!"

"I got it!" she yelled as she used her shield thrown to finish the cutting that Ren started. The shield bounced off the rest of the tail and returned to her hand.

"Now it's my turn!" shouted Nora as she used the grenade launcher on Magnhild to launch herself high into the air. She turned over and began falling back down, using another shot from her hammer to massively increase her own speed. The hammer struck the stinger, driving it clear through the Death Stalker's head. It surely took out the monster's brain as well.

"Is everyone alright?" asked Pyrrha as the monster collapsed under its own weight. The got away from it as the body turned into black smoke.

They looked to the somewhat broken tree Ren smashed into as he replied in a head on the ground, "I'm okay..."

"That was some quick thinking there," she said as she elbowed Jaune's side, "Maybe you should be team leader or something."

"Oh..." he blushed, "I'm... not really that special..."

"I'd follow you!" added Nora.

Jaune laughed nervously. After a moment, he added, "Well let's get looking for the relics, shall we?"

They headed up the road.

...

Meanwhile...

...

The Kettenkrad stopped under a large tree.

"Can I borrow your Crescent Rose a moment?" asked Marilyn as she looked back.

"Sure," replied Ruby as she handed the compact weapon down to her.

When she took it in her hands, it vanished without a trace.

"HEY!" protested Ruby, "What did you do?!"

"I have to absorb things in order to... understand them..." she replied slowly, "but don't worry..." The weapon suddenly reappeared in her hands. "I've learned how your weapons worked,.. and improved it a bit." She unfolded the weapon into hunting rifle mode.

"Improved it?" she asked, "How so?"

"I've replaced the steel you used with a Molybdenum-Steel alloy that even stronger than it was before," replied the Red Baroness, "and I've upgraded the standard hunting rounds you've been using with Molybdenum-Steel armor piercing solid core rounds."

"I don't have any..."

"Don't worry, I'll make some more clips of them for you later."

"Uh... thanks?" she replied as she swept the sky on the machine-gun.

"I think the Nevermore isn't going to take too long to find us down here," mused the Baroness as she hopped out of the driver's seat.

"The Beowolves found us first!" cried Weiss as she pointed out the back of the vehicle.

The dozen or so were-wolfish monsters were soon under a hail of fire when they failed to sneak up on their prey. Just as the last of them fell, the tree they were parked next to was suddenly torn from the ground. The root system flipped the motorcycle-half track over as the passengers spilled out onto the ground around it.

"I need the Crescent Rose back!" called Ruby.

Instead, Marilyn made a second copy of the weapon she handed off to Ruby.

"Darn," she muttered, "With the Nevermore flying overhead like that, we can't target its eyes!"

"The armored feathers are probably thinnest on the neck," replied Ruby, "We should aim there and hope it gets through."

"A sound strategy," she replied as everyone opened up on the underside of the Nevermore's throat. The solid core AP rounds were best suited for the job, as they had the best penetrating abilities. It was enough to make the giant bird monster drop the tree and fly away for the moment.

"It's a rather good design overall," said Marilyn as she banished her own copy of Crescent Rose, "but I'm used to weapons with higher rates of fire." She summoned her own electrically driven Gattling gun to her hands.

"The ammo costs for that would surely leave me broke," muttered Ruby.

"I guess my semblance really keeps costs down," she answered.

"Why isn't it coming back?" asked Weiss, "Has it given up?"

"No... it's only retreated until the wounds we gave it heal up," replied the Red Baroness, "Most Grimm have regeneration to some degree, so they can pull back, recover much faster than humans can, and return to fight again at full strength."

"Greeeaaat..."

"When it returns, we have to deliver a fatal blow before it can retreat again!" said Ruby.

"Indeed," replied Marilyn, "I'd say you have some leadership potential, Ruby Rose."

She blushed as she scratched the back of her head, but Weiss scowled at the one she really had no respect for.

"This will only work if we all attack as a team," added Yang.

"I've learned that there's strength in numbers," mused Blake.

"Yet... one must always be strong enough to do a job on their own," said Marilyn, "You can't always count on others to be there when you need them."

"So... you've always hunted alone?" asked Ruby.

She nodded. Then she added, "But I'm willing to help you out... as long as I'm here... It's at least partly my fault this all..."

"It's not really your fault that she crashed into your plane," muttered Weiss as she glared at Ruby.

"Can I get just one break today?" the woman in the red riding hood grumbled back as she rolled her eyes.

"Of course you already have," replied Yang, "cuz big sis is here to save your bacon!"

Ruby smiled awkwardly, but Blake and Weiss didn't seem so certain as they looked away.


	7. Chapter 7

by neoraichu

Marilyn, Ruby, Weiss, Blake and Yang were still picking themselves up off the ground from where the Kettenkrad had dumped them when it had overturned.

"Everyone move out!" she ordered as she got off, "Scatter into cover, but don't get too far apart!"

Ruby, Yang, Weiss and Blake disembarked in time for them to see her dismiss the half-track cycle in a matter of seconds. She did the same with her handgun and her copy of Crescent Rose, replacing it was a rather monstrous looking rifle with a bi-pod.

"What is that thing?!" asked Weiss.

"Ruby?" she asked as she looked into the silver eyed girl's eyes.

"OH, That's a 13 mm Tankgewehr Rifle!" she gushed, "but I see you've added a muzzle brake and butt stock pad!"

"Correct," she replied.

"She talks like an instructor," mused Blake.

"Well, I guess I've been around so many tutors..." sighed the Red Baroness.

The group scattered by several yards into the brush around them.

"We need a plan!" called Ruby.

"How about 'Shoot it until it dies'?" asked Yang.

"We just don't have enough firepower for that!" she answered.

"Well someone has a plan," replied Blake as she pointed. They looked about to see Marilyn heading for a nearby cliff.

"What's she doing?!" asked Weiss.

"Getting a higher position to shoot from?" suggested Yang.

"All she's going to do is draw the Nevermore's attention!" she replied, "Just how is she supposed to fire that... that cannon... while climbing that cliff anyways?!"

"She's an experienced Huntress," answered Ruby, "I'm sure she knows what she's doing!"

"Experienced?! She can't be much older than you, Red! How experienced can she be?!"

Marilyn had the over-sized rifle slung over her shoulder as she jumped the first 10 meters straight up to a ledge.

The monstrous flying Grimm sighted her, and began turning in her direction. As it drew closer, she leaned back and braced the stock of the gun against the cliff face. One hand griped the pistol grip and fired while the other reached over the gun and worked the bolt. Her Semblance created a new round in the chamber each time she fired. She a few rounds into it's open mouth.

"That will leave a mark," smirked Yang.

The pain was enough to make the Nevermore turn away. When it did so, Marilyn fired a few more rounds at another exposed place under its tail. Once it had cleared the cliff and went off, the girls gathered under the cliff and waited for her to jump down.

"I did enough damage to make it move off to regenerate," said the Red Baroness, "That should give us enough time to get to the ruins for your relics."

"Depending on wind, weather and Grimm attacks," muttered Weiss.

Ruby moved up to her side, and asked, "Are you okay?"

"That's a dumb..."

Marilyn leaned on Ruby for a moment before she said, "I've been pushing my Semblance kind of heavy today."

"A good leader is aware of the condition of their followers," said Blake evenly.

"Do you need a hand..." asked Ruby.

"No," replied Marilyn as she backed up, "I'm... I'm good."

"Well we can travel the rest of the way on foot," she said as they headed for the road, "We could use the workout."

"I do not," muttered Weiss.

Blake shot her such a glare that she fell silent.

Yang glanced in their direction, but said nothing about the look.

After a while, they entered the fringes of the ruins. They could see the large stone columns and capstones as it formed a rough circle around the edge of the ruin site. The whole site was on a plateau surrounded by a long drop into the river below that cut away the rock over millions of years.

Yang glanced down at the hundreds of feet down to the river as she said, "That's a bit of an extreme jump even for me."

"Hey!" called Ruby.

"Hey!" replied Nora.

"So... How's your initiation going?"

"Well it looks like we've found our partners," said Pyrrha, "and I see you have as well."

"But... who's she?" asked Ren, "She wasn't at the launch with the rest..."

"OH, THIS IS MARILYN VON RICHTHOFEN!" gushed Ruby.

"The Red Baroness?" he replied, "That must have been her plane I saw just before we were sent flying."

"That's right!" she answered, "Isn't she GREAT?!"

"She's not all that," muttered Weiss.

"Jealous of her status in Vale?" smirked Blake.

"No way!" she protested, "The Fokke-Richthofen Works is a Vale Corporation while the Schnee Dust Company is a global operation!"

"Bad rep and all."

"Our family has many detractors who are jealous of our success," she replied as she crossed her arms under her bosom.

"Heh, a lot of faunus would not agree with your characterization of SDC's success."

"I suppose you're some kind of faunus-lover then?" she asked as she glared at Blake.

"I believe that everyone should have equal representation under the law, human or faunus."

They continued to the center of the ruins where they discovered...

"The relics," said Jaune, "They're chess pieces?!"

"It looks like there's four of each major chess piece type," noted Weiss, "two white and two black of everything but King and Queen. There's only one white piece and one black piece there. I guess they must be counting the white King and Queen as a pair, and the black counterparts as another."

"Rook, Knight, Bishop, King and Queen," noted Ren, "but I see no pawns."

"Perhaps it's the intent to make up teams based on the chess piece you choose," observed Marilyn.

"That means there will be at most four teams of four. It appears that the black Rook pieces have already been taken," he also noted.

The unspoken part was the assumption that some would fail the test if they got to the ruins too late to take a relic.

"So each partnership should take a piece to represent them."

"Well I want to be a Queen," called Nora as she jumped in a grabbed a white Rook piece.

Jaune sighed as they took their his own white Rook.

"Pick one, Ruby," suggested Yang.

"Why should she..." protested Weiss.

"I agree that she should pick," said Blake forcefully, "That makes three votes against you."

Ruby stepped up and took a white Knight piece, so Yang followed suit by taking the other white Knight piece.

"Fine. Can we get out of here now?"

"What about her?" asked Ren as he jerked his thumb towards the Red Baroness.

"I said I'm not part of this test, so I shouldn't interfere any more than I already have."

"Fair enough," replied Jaune.

The nine of them started walking out of the ruins. They were somewhat surprised to see two people at the side of the road. One was a red-headed man, and he was leaning over a similarly red-headed woman. The woman was laying on the edge of the road unconscious. Both of them showed signs of being battered and bruised. They also had some rips and tears in their clothes.

He looked up and called out, "Do any of you have medical supplies?! My partner... she was stung by a Death Stalker and needs help badly!"

Mariyln ran ahead to them as she summoned a fairly large black bag.

"Don't worry," she said, "I've had field medical training in dealing with various Grimm attacks."

Fishing a syringe from her bag, she injected part of a greenish liquid into her thigh.

"Will she be alright?!" he asked.

"If she got the antidote in time, she should be fine in a couple of weeks. The next three days should tell. Death Stalker venom is a particularly potent neurotoxin and a myotoxin as well. You have to act fast to stop the damage to one's nerves and muscles."

"Thank you so much," he replied on the verge of crying, "Why aren't the teachers helping us?! Don't they care if we die?!"

"It may seem harsh, but you have to accept the chance of death if you're going to be a Hunter."

"Maybe we aren't cut out for this life," he sighed as he looked down.

"Just come with us and we'll protect you until we get back to the start point," sighed Weiss as she walked by.

"Thank you... thank you so much," he said as he picked the lady up. He was pretty wobbly on his feet.

Marilyn stopped, holding out her hand as she looked ahead.

"That Nevermore is coming back, and they've got friends now!" she called as several large Nevermore came into view over the nearby mountain.

"How can we deal with all of them?!" asked Weiss.

She ran ahead of the others.

"What is she going to do?!"

Focusing her will, she summoned a Schützenpanzerwagen 251/1 with its side mounted six 320 mm missiles. It originally had unguided rockets, but missiles were more useful in targeting moving objects. She also called a laser pointer rifle to guide the missiles to their targets.

"DAYUM!" said Yang.

"That's some serious firepower," replied Blake, "but why not just summon the rocket launcher instead of a vehicle as well?"

"She's gonna overdo it!" replied Ruby.

The first missile launched with a huge roar and a burst of smoke/flames.

"How did she do that from outside the vehicle?!" asked Weiss.

Ruby shrugged as she said, "No idea."

The lead Nevermore was struck dead center in its chest, causing it to explode into a black mist as it's head, tail, and wings flew apart.

Ruby didn't have to be told to jump in the back and man the machine-gun. There was some time while the first missile was in flight.

The second missile went flying as soon as Ruby was safely inside. Another Nevermore went 'pop' with a big bang.

Once the second missile was away, everyone else clambered into the back.

When one of the Nevermore dove low and went for the vehicle, Ruby sprayed it's armored head and placed a few of the armor piercing round through a couple of its eyes. It was quickly falling into the chasm surrounding the ruins.

Then the third missile went screaming into the sky to seek a bird to destroy.

By the time the fourth one went down, the remaining Nevermore began to think this prey wasn't worth the effort, so they turned tail and fled. It didn't matter because they couldn't get out of the missiles' range and they were to high in the air to get down to cover. They were all destroyed.

The Red Baroness clambered into the driver's seat and headed for the starting point.

...

"Well I have to say this Initiation has had more fireworks than any other," mused Ozpin as he looked down on the approaching half-track.

"Or more interference," replied Glynda.

"Still I think we can salvage this," he said as he looked at the four Initiates that returned without relics and somewhat beat up for the effort. Then he looked to see the four who had already made it back in pairs and with relics. He noted that Cardin Winchester seemed to be the self-appointed leader of them.

"The turnout is going to be... a bit small this year," sighed the witch.

"Quality over quantity, my dear."

The vehicle pulled to a stop nearby as everyone in the back piled out. He noted the man carrying the woman as he came over.

"Professor Ozpin," he pleaded, "Please..."

"So you admit you've both failed?" he asked pointedly.

"YES!"

He took out his scroll and began tapping buttons. "A hover ambulance will be along shortly. We have several on stand-by. I'm sure your friend will recover thanks to the efforts of the Red Baroness."

"Thank you," he sobbed.

"Not everyone gets passed on the first try," he said as he took the young man's shoulder, "Maybe next year?"

"Maybe... or perhaps we should look for a path... less deadly."

"Well there's plenty of other vital functions in Vale. Not everyone has to be a Hunter or Huntress."

He nodded.

"Quitter," said Cardin from the background.

Marilyn stepped out of the cab stumbling as she went. Ruby rushed to catch her when she passed out on her feet.

"We've had quite the day today," said the Headmaster, "Everyone go back to school for rest and recovery. In two days, the final results of the Initiation will be announced in the Main Auditorium."

"What about Marilyn?" asked Ruby.

"A call to her family should have someone coming out to take care of her... in a day or so."

"Well I'll take her over to the infirmary where she can sleep."


	8. Chapter 8

by neoraichu

Chapter Seven: Hospitality

Ruby Rose sat by the beside of Marilyn Von Richthofen as she awaited the young maiden to awaken from her overexertion induced slumber. The Red Baroness' jacket was removed in order to place an IV into her left arm. It was there to make sure she didn't dehydrate, and also contained meds to help her aura recover more quickly.

Of course, a place as prestigious as Beacon had a private hospital facility for all of their staff and students.

"You're lucky that Headmaster Ozpin made an exception for you to be here like this," mused Yang as she walked into the room bearing a brown paper bag in her hand.

"When someone from her proper family comes to see her, then I'll go back to the dormitory," she replied.

Yang glanced down at the way Ruby was holding Marilyn's hand.

"You've been here for hours with nothing to eat or drink, sis," she said as she placed the bag next to her.

"Well, I haven't been that hungry," she muttered as her stomach growled.

Yang giggled as she replied, "Can't pull the wool over my eyes."

"Okay okay," she mumbled as she opened the bag one handed and looked inside. "Really?" she mused, "Peanut Butter and Strawberry Jam Sandwiches?"

"You always loved those."

"Like duh, when I was a little kid," complained Rose.

"So sorry, little miss adult," she laughed as she ruffled Rose's hair.

"Aw c'mon Yang," she protested in vain.

"Actually, I'm glad you've taken a shine to the Red Baroness here," the blonde said as she leaned closer, "You have so few friends your own age."

"It's not like that!" she whined, "I'm just looking after her the way she took care of us!"

"Of course, little sis," she said as she stood and turned to leave.

Just then, a rather distinguished looking elderly man opened the door almost in Yang's face. He had a growing bald spot on top of his head and also had no hair in front. His head was ringed by snow white hair, and his handlebar mustache was clearly dyed to be black under the mustache wax. His bowler hat was under his arm, but the rest of his outfit was probably some kind of black silk.

"Pardon me, Miss," he said as he backed up.

"Oh, are you Marilyn Von Richthofen's father?" she asked as she stepped aside.

"Goodness no," he replied, "I am one of the family's butlers, Alfred, and the one primarily charged with... taking care of the young mistress over there."

"Hah!" she laughed, "That must be a full time job and then some!"

"More than you know, young lady," he sighed as he let Yang get by him.

"Have fun!" she called as she left.

Alfred placed his hat on the coat-rack in the corner, and then approached the bed from the other side.

"So... you are a friend of the Mistress here?" he asked slowly.

"Well... I'd like to think we're friends," said Ruby.

"Ah, my old heart is greatly pleased to hear that."

"How so?" she asked awkwardly.

"Let's just say that young Mistress von Richthofen here... has been raised in isolation," he said slowly, "She... has almost no contact with anyone her own age... and surely has no friends in that age group."

Ruby blinked.

"Most people visiting the manor... they're here for business. If they happened to be somewhere in her age range, the Master and Lady of the House took great pains to make sure... she didn't bump into them."

"Overprotective much?" she replied.

"Let's just say that the Grimm are hardly the only thing that's ever threatened her life and safety." She noticed his spotless white gloves when he took the other hand of Marilyn in both of his own.

"I'm glad I don't have problems like that. I just want to be a normal girl with normal knees."

"Pardon?" he asked.

"Oh... uh... nothing!" She pulled the sandwich from the bag as she asked, "Do you mind if?.."

"Please do," he replied, "PB & J doesn't bother me in the least."

"Thanks," she purred as she tore off a large corner of her sandwich and began chewing on it. Then she put down the sandwich to grab a bottle of strawberry juice, popped the top with her thumb, and swallowed a good size swig of that as well.

There was a knock at the door. They turned to see Ozpin walk in.

"Hello, Headmaster," said Alfred as Rose nodded to him.

"The Doctor's assure me that she will fully recover with sufficient rest," he said as he pushed up his glasses and sipped from his ubiquitous coffee mug.

Ruby finished swallowing before she said, "Any word from her family?"

"I've spoken to then via scroll, and I believe we're about to come to... an understanding."

"Understanding?" she asked, "Like what?"

"Let's just say that the young Red Baroness isn't going home very soon."

"Say what?"

"You'll learn along with everyone else tomorrow," he said with a little smile. He turned to Alfred as he added, "I shall leave it to you to get living arrangements for her to be set up for... oh... the rest of the year."

"I see," said the butler quietly.

"I thought admissions were already closed for this year," said Ruby.

"In spite of Glynda's assertions to the contrary," replied Ozpin, "being the Headmaster at Beacon Academy... does have some perks... like admissions."

"So... what team will she be on?"

"Be patient, and all shall be revealed tomorrow," he said as he turned to leave, "Try not to get arrested again before then."

"Haha!" laughed Ruby awkwardly, "Ozpin is joking!"

"Am I?" he asked as he closed the door behind him.

...

Several hours later

...

Mariyln's eyes slowly fluttered open as she said half-awake, "Alfred?"

"I am here, my lady," he said as he squeezed her hand.

"You're too kind to me," she replied.

"Ah, and one of your new friends is here to."

She looked to see Ruby still holding her hand, yet sitting with her chin against her chest lightly snoring. There was also a light blanket draped over her shoulders.

"How long as she been here, Alfred?"

"I've been here for about seven hours, and she's been here longer than I."

"Why?" she asked as her silver cybereye flashed.

"I believe... that she's your friend, Mistress," he answered.

"Oh... Have you spoken with Mom and Dad?"

"Yes, they're making... some kind of arrangement," he replied, "with the Headmaster of Beacon Academy."

"How much trouble am I in?"

"Not as much trouble if it were up to me," he replied with a smile.

"Nothing unusual there," she smirked back. "But isn't it after visiting hours now?"

"I think Ozpin has spoken to the Hospital Staff."

'And we shall not be disturbed," as she glanced towards the windows along one wall.

"I think you are in no condition to urban hunt Grimm tonight," he warned her.

"I'm fully rested," she replied as she sat up, "and Miss Rose could use this bed more than I."

"Then I take it there's nothing I can say..."

"To keep me from the Hunt?" she asked, "No, there isn't."

He sighed heavily.

"So... look over Rose here while I'm gone," she said as she removed the IV from her arm, slipped out of bed and over to the window. On the way, she grabbed her jacket and put in on in a single flourish.

"Yes Mistress," he answered, "Good hunting."

She pulled the hood up and then silently jumped out the window that he well knew was several stories about the parking lot.

"I'm getting too old for such energetic youth," he muttered as he put Ruby in Marilyn's place on the bed.


	9. Chapter 9

by neoraichu

Chapter Eight: Shadow Huntress

Yang returned as soon as visiting hours allowed. When she walked into the room, she noticed Ruby in the bed with the butler at her side, and Marilyn von Richthofen no where to be seen.

"What da what?" she asked.

"Ah, good morn, Miss Xiao Long," said Alfred as he turned to look at her.

"Sooo..."

"Young Miss Rose here was so tired from her vigil that Mistress von Richthofen simply had to allow her some bed rest."

"Where's?.."

"She is in the bathroom freshening herself. Most eager to get on with her day, I must say."

"I see," she replied a bit suspiciously.

"Is something wrong?"

"Hmm?" she mused, "Oh, I heard stories about last night. Some mysterious vigilante huntress was out thwarting crime... apparently both Grimm and human if the reports are to be believed."

"Goodness."

"She was seen wearing black and red," she continued, "and it seems odd that the mistress here prefers such colors."

"Well Miss Rose seems to favor such colors as well."

"Ruby?! I hardly think she has the vigilante... personality."

"Still... I don't think I like what your... proposing, young miss," he replied evenly.

The bathroom door opened to reveal the Red Baroness clad in but a pink fluffy towel.

"Oh, good morning, Miss Xiao Long," she replied evenly. Since her arms and legs were rather exposed, Yang could see a number of scars on both her arms and legs. She could also see surgical scars were the bones were replace with metal and also replaced with larger versions as she grew older. She also had a metal plate on the back of one hand and one on her forearm just before her wrist. The plates appeared to have some kind of dust circuits imprinted into them.

"Oh, I'm sorry to have bothered you..."

"I am not sure why you are sorry," she replied.

"But... you're only dressed in a towel..."

"Hah," she laughed, "I'm sure that Alfred here as seen much more of me than you have."

He simply sighed as Ruby stirred.

"5 more minutes, Mom," she moaned softly. She looked about as she woke up more. "Say, how did I get in this bed?!" she asked with mild alarm.

"I thought you needed the rest more than I," she replied.

"So... the three of you... have been here all night?" asked the golden blonde.

"And I can't remember the last time I was so bored," she chuckled.

"Oh, I think the month you spent after the first set of implant operations was much worse, Mistress," replied the butler.

She laughed nervously before Ruby said, "That must have been awful!"

"That which does not kill you makes you stronger," she replied.

"Perhaps the Mistress should finish dressing?" suggested Alfred, "There is a schedule to keep here."

"Did I hear something about a vigilante huntress?" she mused as she looked at Yang.

"A what now?" asked Yang's perplexed sister.

"Let me see your scroll a moment," Yang replied.

Ruby reached under the sheets to pull her scroll out and handed it over to her sister.

She opened the scroll and touched a few buttons before handing it back.

"So... she's like some kind of super hero?" she said as she looked at the blurry and shadowy images.

"These images are rather low quality," added Marilyn, "I'd say considering the image was enhanced just to get this grainy image, there's no way to identify the huntress responsible."

"They should have waited for the authorities to arrive," muttered Yang.

"Well I think the mystery is... romantic," purred Ruby.

"For all we know, she's just a common criminal. I wouldn't trust her."

Marilyn walked up to the side of the bed as Ruby and Yang looked on. She reached out to cup the back of Ruby's head as she leaned in and kissed her on the cheek firmly. They both blinked.

"What was that for?" asked Ruby.

"For... being here for me... for being my friend..." she replied slowly. There was a bit of a glow in her cheeks as she spoke.

She turned and returned to the bathroom, closing the door behind her.

"I ship it," muttered Yang with a smile.

"What?" asked her little sis.

"Nothing!" she blurt out quickly.

"Well, we should get going. We have this evening's announcements to prepare for," sighed Ruby as she sat up. Her clothes looked a bit ruffled considering how long she had been sleeping in them.

"You look like a mess," giggled Yang.

"If you wish, I can send you clothes out to be cleaned and pressed," offered the butler.

"No!" replied Ruby as she clamped her hands over her budding bosom, "I'm good!"

"It's not you," said Yang, "Little sis has always been a bit... touchy about her body."

"I completely understand," replied the butler evenly.

"Alfred!" called a voice behind the bathroom door, "Call the staff and start the discharge process!"

"At once," he replied.

"We need to clean you up," muttered Yang.

Ruby groaned softly as she got out of the hospital bed.

"It's fortunate that our temporary rooms are in the same building."

"I'm sure we shall meet again," said Alfred amiably.

...

Later that day...

...

The ceremony went on as Ozpin introduced one new team after another. Each new team walked out on stage as their names were called out, and then faded into the audience once he was finished.

"The last new team consists of Yang Xiao Long, Weiss Schnee, Blake Belladonna and Ruby Rose."

The four of them walked out onto the stage as their faces appeared on the overhead holoscreen.

"This is team ruby," he said as the letters RWBY appeared at the bottom of the screen, "and the team leader shall be Ruby Rose."

Ruby got a wide eyed looked like she was just crowned prom queen. Yang had a huge smile, Blake didn't react, and Weiss did her best to hide her frown. When they started to leave the stage, Ozpin raised a hand.

"There's one other matter that... wasn't totally planned," he said as he looked at Team RWBY, "Please come out, Marilyn von Richthofen."

The Red Baroness strolled out onto the stage as everyone looked on.

"I'm proud to introduce our newest student," he said as a hushed gasp spread around the hall, "and part time instructor at Beacon Academy: Marilyn von Richthofen, or perhaps better known in some parts as The Red Baroness."

He paused as he waited for the hushed exchanged between those in the audience to die down.

"As far as all school functions are concerned, she is a member of Team RWBY. However, accommodations won't allow for her to stay in the same room. Since she is faculty, she will be staying in the Teacher's Quarters along with her butler, Alfred."

"She gets a butler?" grumbled Weiss.

Marilyn walked up as she said, "Thank you for allowing me to be a part of such a prestigious institution. An institution that produced a fine Huntress such as my mother and those who came before her. I shall be teaching a new class in Flight Training and Aerial Hunting Techniques. The Fokker-Richthofen Corporation shall provide all needed aircraft for all phases of training. Since Beacon lacks an air field, I shall teach classes on an off campus location."

A new round of speaking rippled back and forth across the room.

"When I'm not running a class," she added, "I expect no special treatment of any kind. The other instructors here should not show any favoritism towards me."

"Yeah, that's gonna happen," muttered Weiss.

"Jealous much?" whispered Blake as she leaned closer.

"No way," protest the Ice Queen.

"Cuz I'm sure assignments will require her to frequently stop by our room."

"Just great..."

Together, the five of them made their way down into the crowd.

Ruby popped in next to the Red Baroness as she gushed, "I wanna be the first student in your class!"

"If the Headmaster approves," she replied evenly, "I'd be glad to have you."

If she smiled any broader, Ruby's face might have broken.

"I don't care who this vigilante Huntress is," said Cardin from nearby, "as long as she doesn't mess with the likes of me, I don't see any problems."

"You can take her?" asked one of his teammates.

"Of course she's no match for a Winchester!" he boasted.

"Someone is sure full of themselves," muttered Yang under her breath.

Blake nodded.


	10. Chapter 10

by neoraichu

Chapter Nine: Port of Call

"I'm sorry, Alfred," sighed Marilyn, "but it would appear... unseemly... if you accompanied me to class."

"I fail to understand..." began the butler.

"I'm sure that no other student or instructor is being allowed such privileges," she interrupted.

"I see, Mistress," he sighed in defeat.

"Besides," she added as she headed for the door, "someone needs to stay here to make sure all the new furniture is in the right place when it arrives today. It's a delicate task that I can only trust to someone of your taste."

"Thank you, Mistress," he replied as he hid a smile.

"And of course, some groceries must be acquired for the preparation of this weeks' breakfasts and dinners," she continued as she opened the door.

"But of course."

Just before closing the door, she smiled and said, "I don't know what I'd do without you. You've always been like my other father to me."

The door closed as he replied, "and you've been like the daughter I've never had, Mistress."

...

Marilyn showed up several minutes early for Professor Port's class. He looked up and smiled as she walked in, though his mouth was somewhat hard to see under the giant mustache.

He noticed that she had a copy of his memoirs in hand as she walked down to a seat just behind the front row.

"Ah, I see that you have a copy of my memoirs, 'Epic Adventures in Hunting' with you. Are you reading it?"

"I am finished, and it is a very fascinating if not exciting read," she replied.

"So... you have it here..."

"For your autograph, good sir," she mused, "Personally, I would make this book the class' handbook."

He walked up to her after snagging a pen from his desk. Opening the book, he signed inside the front cover as he sighed, "Unfortunately, sweet child, the school does not consider the book a textbook and will not pay for them."

There was a knock at the door. He raised a bushy eyebrow as he walked up and opened it. Behind the door was a brown-shirted delivery man with a large cardboard box on a hand trolley.

"Sign here," he said as he offered his work scroll to Port.

"Funny," he said as he signed, "I don't remember ordering... Goodness."

"Good day, sir," he said as he pushed off the box, turned and left.

He blinked at the Red Baroness as he asked, "Wait... You ordered 500 copies of my memoirs... just for me?!"

"I believe that will cover all classes for this semester," she replied, "Please inform me when you require more."

He cleared his throat with a cough before he said, "Just understand that regardless..."

"I expect no favors from this act, I assure you," she said as she got up and walked up the stairs. Taking the box in both hands, she carried it down the steps to be placed behind his desk (all 1,000 kg of it).

A cage against the wall snarled as she walked by, causing her to glance at the blood red glowing eyes.

"A young Boarbatusk, Professor?" she asked as she put the box down.

"How can you tell..."

"The eye pattern," she replied, "It's pretty much the fingerprint of any Grimm. Of course, it has to be young or otherwise it would not fit in the cage you're holding it in."

"Very perceptive of you," he mused.

"Hunting tutors combined with field experience," she replied as she returned to her seat.

"I'm beginning to wonder why you haven't just skipped this year," he said as he stroked half of his stache.

"I should earn my due as everyone else does," she replied, "That's how Mom and Dad feel as well."

"I... see," he smirked, "Well, I expect nothing less than high marks from you, my dear."

"I shall endeavor not to disappoint you, Professor," she said as she returned to her seat, slipping the newly signed copy of the book into her Semblance.

...

"So Miss von Richthofen," said Port as he ruffled his coat collar, "How would you handle this situation?"

Everyone had a copy of Professor Port's memoirs thought only Rudy was actually bothering to read it in class.

"Well given the nature of the Greater Boarbatusk in that region and their habit of always using the same paths, I would come in after scouting and bury an anti-tank mine for every member of the herd. Then I would come back the next day to dispose of any remaining mines."

' _LANDMINES?!_ ' thought every student in class who wasn't napping.

"Considering the Greater Boarbatusk's habit of driving away other animals, that can be a valid tactic when dealing with an infestation of them," he said evenly, "and in case you were out of landmines?"

"In areas where landmine hunting is not allowed," she replied, "I would set up at least four reinforced hunting blinds at least thirty feet off the ground. My primary weapon would be the 13mm Tankgehwehr with subsonic rounds, flash and sound suppressor loaded with semi-jacketed Grimmbane hollow points. The second weapon would be a case of the Panzerfaust Rocket Launchers with High Explosive Fragmentation Warheads."

"For those who don't know," he said as he looked about, "Grimmbane is a toxic blend of Wolvesbane, sea salt and just a touch of powdered silver that's extremely poisonous to the Grimm. It can be purchased in some... shadier hunting supply stores... but the best is always homemade."

"It doesn't do much good on humans either," added Ren.

"Yes, Lie Ren, Wolvesbane is also poisonous to humans," agreed Port.

"No," grumbled Yang as she turned to look at Ruby, "You can't have disposable rocket launchers."

"Aww..." she moaned as she fangirled over the notion of having her own heavy weapon collection.

"Father would have a Cowasaur if you tried."

"Neither of you are any fun," pouted Ruby.

Weiss glared at Ruby over her shoulder like she was some kind of child.

"Now would you be a dear and come down to the floor, Miss von Richthofen?" asked Port.

She got up and walked down to the floor open handed.

"Where is you weapon, my dear?" he asked.

' _She must be concealing it under that skirt somewhere,_ ' mused Weiss.

"I'm good, Professor," she said as she faced the cage.

Coming up beside the cage, Port used his hammer to break the door open as a juvenile Boarbatusk rushed out. The Red Baroness didn't even flinch as the monster looked right at her.

"Move before it charges!" called Yang.

The monster charged, but she did not move. Instead, she simply grasp a large curved tusk in one hand and hoisted the 250 kg beast right off the floor. She held it high enough to avoid its hooves and sure it's teeth were rendered useless. This elicited a gasp from most of the class.

"Excellent," said Port, "but now what? You are going to kill the beast, are you not?"

She nodded as she flipped the beast over her body, using it's own weight to snap its neck before crashing into the floor before Port's desk. Several cracks appeared in the floor radiating out from the impact point as the beast came crashing down. A few seconds later, the Grimm was dissolving into smoke.

"Showoff," grumbled Cardin.

"Unorthodox, but acceptable," he replied.

"Actually, you killed a larger Boarbatusk in the same way in Chapter 13 of your memoirs," she answered.

"So I did," he mused as he stroked his mustache, "so I did."

"Oh... sorry about the floor," she said with a slight blush.

"Fear not, my child," he replied, "We have insurance against such incidents. This is an Academy for Hunters, after all."

Ruby was feverishly flipping through her book.

"How did she get leverage over that Grimm?" asked Yang, "Marilyn can't be more than 45 kg dripping wet..."

"A side effect of my Semblance is I can temporarily increase my weight without changing my size by several hundred kilograms," mused Marilyn.

"Oh... that must be useful..."

"It is, at times."

"Ahm that performance reminds of my own first Boarbatusk hunt," mused Port, "Please return to your seat while I tell you more interesting information about my hunts concerning the various forms of Boarbatusks. Back in the day..."

The bell sounded ending class, causing most students to sigh in relief.

"Well, this have to wait until tomorrow," he said as the class began to empty out, "Oh, and Miss von Richthofen?"

She paused from leaving to look back over her shoulder.

"Thank you for the books," he said evenly, "I'm sure the class will like them as much as I did writing it."

She nodded as she walked out.

"Butt kisser," muttered Cardin as he followed her.


	11. Chapter 11

by neoraichu

Chapter 10: Oobleck angles

"And that's why General Lagune is considered one of the worst Generals in History," announced Doctor Oobleck.

Marilyn raised her hand.

"Do you have something to add, Miss von Richthofen?" he asked as he zipped into her face.

"I do, Doctor," she replied, "Saying that Faunus night vision is responsible for the loss at the Battle of Fort Castle in in fact, a gross simplification of what happened."

"Please explain."

A battle rifle appeared on the desk before her, causing the Doctor to look down on it.

"This is a Gewehr Model 98, the standard battle rifle used by the General's troops during that battle. In fact, this is my grandfather's rifle he personally used during that catastrophic event."

"I see it still has the flashlight attachment?" he noted as he pointed at the incandescent flashlight that was attached in place of the bayonet.

"Correct," she answered, "and what it the gross problem about using this rifle during night operations?"

"Please tell me."

"That is the problem," she replied as she pointed at the flashlight, "It has an effective range of about 20 meters, but can be seen from the other side from much greater distances. The soldiers approached across an open field, making them visible from at least 200 meters away. Even without night vision, they would have seen the attackers in plenty of time to rouse the camp and prepare a defense."

"I see."

"Well what could the General have done about it?" asked Blake.

She gestured with her hand, causing a strange looking pair of goggles to appear in them. "It's this," she replied.

"Night Vision goggles?" she asked, "Weren't those..."

"This device was developed during the great war, but never produced in time to get to front line units. There was a problem getting a precise grind on the Crystal Dust lenses for clear viewing."

"So you're saying..." said the Professor.

"Many night battles in addition to the Battle of the Fort Castle were lost because the Military was too cheap to buy these. Even the General had more than enough money to buy these for his elite troops. By the time of that battle, at least a thousand of these units were available for immediate purchase and distribution to front line troops. Even these primitive goggles would have been enough to make the human's night vision as good as that of the Faunus."

Blake blinked.

"In fact, this unit happens to be my grandfather's pair of night vision goggles he wore during the battle. Remember the Faunus General that died from a random bullet flying into camp?"

Ooobleck nodded fast.

"That was in fact no random shot, but a round fired from this very rifle from a low cliff behind the Faunus camp. He used the goggles instead of the flashlight to break ranks, circle around and above the camp, where he then sniped the officer in question. He could have killed more officers, but the gunshot alerted a sentry up on the ridge who fired on him." She pointed at a crease in the butt-stock as she said, "The bullet bounced off the rifle's stock and embedded itself in his shoulder, so he killed the sentry with return fire and retreated to a medical station back at camp. Echoes from the battle concealed the fact that shots were fired so close to camp."

"And why didn't he brag about it?" asked Cardin.

"Since the battle and the General were lost, he felt the need not to report any of his activities because the man who replaced the General was well known for accusing anyone to strayed to far from his unit of desertion."

"So if the General had equipped his elite troops with those goggles..." began Blake.

"He may well have caught the camp by surprise and won the war," finished Oobleck. He paused for a moment before he asked, "So where did you learn this from?"

"From my grandfather's diary," she replied, "It's now being studied for authenticity down at the Vale Military History Museum."

"So the General lost the battle for different reason," mused the Doctor.

The gun and googles vanished as Marilyn asked, "By the way, how long years were you in college before you got your Doctorate, Doctor?"

"Nine," he snapped.

"Then you should be qualified to be called Professor," she replied, "How dare the Academy not afforded you that title!"

"What?" asked Yang.

"Professorship is critical for establishing tenure as well as retirement benefits!" she continued, "As soon as class is over for the day, I promise I shall see Headmaster Ozpin directly and DEMAND that Doctor Oobleck here be granted the title of Professor AT ONCE!"

The Doctor was actually at a loss for words. After a moment, he finally said, "I wasn't looking for that title."

She blinked. "Nevertheless, one of you stature should be a full professor here at the school," she replied, "It is crucial for one's resume if you should move to another college or academy. You should really start building your tenure here NOW while you are young."

Ooblong sipped from his thermos.

"While I truly appreciate your concern," he said, "I'd rather handle this myself, thank you. You can understand, can't you?"

"Oh," she replied awkwardly, "Very well... I meant no slight..."

"None taken, my dear," he replied as he zipped back to his desk. "Class is dismissed," he said as everyone began standing, "EXCEPT Jaune Arc and Cardin Winchester."

Jaune sighed while Cardin just grunted.

Yang walked up by the Red Baroness as she said, "Hey Teammate, you haven't seen our room yet!"

"Yeah!" gushed Ruby, "It's awesome!"

"Very well," replied Marilyn, "I would be honored."

...

She blinked as she looked at the makeshift bed arrangement in their room.

"It was my idea!" gushed Ruby, "As team leader!"

"I don't think this arrangement is safe," replied Marilyn as she removed her scroll.

She began scrolling through images for a couple of minutes.

"Miss Schnee?" she asked as Weiss came over, "Which bedding unit would be best suited to this room's decor?"

She pointed at one displayed.

"Very good," she said as the others gathered to look over her shoulder, "These will be express delivered here tomorrow morning."

Yang scowled as she asked, "Is that unit made from rosewood with sold brass fixtures?"

"Oh yes," she answered, "Miss Schnee does have good taste. Each unit also comes with three storage drawers just under the mattress. I've ordered both right hand and left hand units to best fit within this room."

"You don't have to. Those must cost a fortune."

"I can do no less for my teammates," she replied as she finished the order.

Weiss had a rather smug look on her face.

"You're just so awesome!" gushed Ruby as she hugged the Red Baroness.

"I have done nothing special," she replied as she tried to hide her blush.


	12. Chapter 12

by neoraichu

Chapter Eleven: Masquerade

Alfred noticed that the light was on in his Mistress' room well into the night. Finally, he knocked at her door, his curiosity not allowing him to sleep until he found out was she was up to.

"Enter," she said.

He opened the door to a strange sight. Marilyn was garbed in some kind of dark and mysterious costume with some kind of animal motif.

'A bat perchance?' he wondered.

"Mistress?" he asked as he cocked an eyebrow, "Is it not early for All Hallows Eve?"

"Oh, this costume is to serve another purpose," she mused, "but maybe it could get me some candy now that I think about it..."

"Whatever is it for then?"

"Now that I'm an instructor at Beacon Academy," she replied, "I need to disassociate myself from urban Grimm hunting at night... and hunting of other forms of urban vermin."

"This garish outfit is your idea of subtle?" he smirked.

"Of course not," she replied as she fanned out the cape, "This is to cause confusion among those who seek to unmask me."

"How so?"

"Well if people think I'm trying to make people think I'm a bat, then they'll think I'm another form of Faunus trying to conceal my nature rather than believe that I'm a human."

"I... uh... see."

"It's also utilitarian," she added, "The blades on the edges of these gloves are sharp, the knuckles are reinforced for punching, and the outfit is completely made of bullet resistant material as well as the hardened plates protecting my torso. The full hood also has some reinforcements. It's all imbued with some Semblance and Magic Resistance Dust. It's on the inside so the glow won't show."

He nodded. "And that bulky belt?" he asked.

"This utility belt contains a number of useful items I can access easily. Small bombs of various types, such as flash, smoke, sleep gas and contact high explosives to name a few. There's also bat-shaped shurikens and plenty of space for other... needs."

"But can't you just..."

"If people saw me summoning gear from thin air, they would eventually tie the costumed hunter to me."

"Ah, that's quite clever, Mistress," he replied, "But what if you need to speak?"

"There's a voice changer built in that deepens my voice as well as a gas mask/filter system. Let me show you," she said as she touched her throat. " **I sound different, right?** "

"Between the chest plate and the deep voice, I'd swear you were a young man... abusing steroids."

" **That can work to my advantage. If they think I'm a man, they won't look for a young woman. Fortunately, father always said that because of the various forms of martial arts my tutors taught me, I fight like a man.** "

"And the bat symbol on your chest?" he inquired.

" **That is merely a point that will draw thugs' attention so they'll shoot me in the most heavily armored point on my body.** "

"Any other... tricks?"

" **I can use a small electrical current to stiffen the cape so I can use it to glide. There's also a gun-like device in this holster that shoots a grapple and has a Dust powered motor to real it back in.** "

"I imagine so, but what shall you call your... alter ego?"

" **I... ah... shall think of a name later.** "

"Of course," he replied evenly.

" **I almost forgot,** " she said as she turned the voice changer off, "The lenses in the mask are both night vision and flash/glare suppression crystals."

"When shall the crusade begin, Mistress?"

"Baring unforeseen events, tomorrow night," she said as she pulled the hood back, "You understand the need to keep this... a secret?"

"Mums the word, Mistress," he said as he slowly closed the door, "This should be... interesting."

...

The next night...

...

"Alright," said Roman Torchwick to his new set of thugs, "Try not to mess up a simple Dust heist, shall we?" This time there was twelve of them, each one with an armband showing a number from 1 to 12, of course.

"We have lookouts with radios in up and down the street," replied Thug #1, "They'll radio us if they see any Hunters or Huntresses before they get get into out grills."

"Good," he replied as they walked up to Dust Until Dawn again, "No one expects us to make another attempt on this shop so soon."

" **No one but me, dirtbag,** " came a voice from above.

"What the?!.." cursed Roman as he looked to Thug #1, "I thought you had lookouts!"

" **They're asleep on the job,** " replied the costumed figure as they jumped down to the street before the shop, " **thanks to some sleep gas bombs.** "

"Look, it's early for All Hallows Eve and I didn't bring any candy with me," he grumbled.

" **That's all right. I brought the treats tonight,** " they said as they dropped some flash bombs onto the pavement.

Everyone else cried and covered their eyes as they were blinded, though Roman managed to cover his eyes with his right forearm. By the time he could see again, half of the goons were down from being punched in the face in rapid succession.

"If the Hunters and Huntresses weren't bad enough, I have some costumed clown to deal with!" he swore as he converted his cane into it's Dust Gun mode.

" **A clown makes you laugh, but I'm here to make you cry!** "

"Then the joke is on you!" he growled as he fired, but the target tumbled to the side as Roman shot one of his own men (#6). He went flying backwards down the street.

" **Thanks for the help!** " said the masked crusader as another thug (#8) was punched hard in the stomach.

"HOLD STILL, YOU DAMNED JUMPING BEAN!"

" **Sorry, Criminal, but I don't do requests!** " as a boot to the head took down another (#10). The other three lost their nerve and began running.

"If I only didn't have to not associate with my real allies," he grumbled as he fired again. The shot was dodged, shooting another one of his fleeing men in the back.

" **Real allies?! Who might that be?!** "

Sirens began wailing in the distance. The police were on their way.

"I'm many things, but stool pigeon isn't one of them," he muttered as a line dropped next to him. The hover transport seemed to appear from thin air as the line began pulling Roman up to the open hatch.

A feline faunus was walking up the street apparently unaware of what was going on.

"Have fun chatting with the fuzz!" he called as he fired again at the bystander this time.

There was no choice but to spread out the cape and take the hit instead of the target, sprawling them in the street as Roman got away.

She rushed up as she pulled off her headphones, and said, "You saved me! Are you alright?!"

" **I'm fine, miss,** " he replied as the cops cars pulled up, " **but I have to go fight evil elsewhere.** "

A policeman with a bullhorn jumped out of the police car as he shouted, "Freeze in the name of the VPD!"

He pulled out the grappling gun, attaching the line to the highest building in sight before shooting off into the air as the line began winding back into the gun.

"Good luck, Caped Crusader!" she called after him.

"It's some kind of Dark Knight!" said a cop as he got out of the other car's door.

"It looks like some kind of frickin bat," muttered the first cop as he let down the bullhorn.


	13. Chapter 13

by neoraichu

Chapter Twelve: Mystery Men

Holding her scroll open over her head, Blake lay in bed as she browsed the morning stories.

"Anything interesting?" asked Yang as she looked over.

"Oh, it's probably a fake story," she mused as she scrolled down.

"Oh?" she replied as she sat up on her elbows.

"Yeah," she mused, "I mean how could ' _Bat Faunus Man stops Dust Robbery_ ' be a legit thing?"

"I've heard stranger things," she answered as she stared up at the bottom of Ruby's bed.

"I guess," she said, "but this photo... it has to be a fake... or a nutjob."

"Send me the link, I want to see," she replied.

Blake sent a link to the story so she could read it a few minutes.

"That is... gaudy..." she said at last as she looked at the enhanced image of the mystery man flying away. The image wasn't clear enough to see the line that was dragging them away from the scene.

"No self respecting Faunus, bat or otherwise, would be caught dead in a getup like that."

"You haven't been to an Adam Cat concert, have you?" smirked Yang.

"That's just a stage outfit," she answered, "Just for show."

"And this is any different? I think it's a great way to keep people from knowing who you are,"

"It's bad enough that Faunus are considered criminals, but now vigilantes?"

"I think it's nice that someone cares about crime as much as we do," she replied, "After all, it says here that Roman Torchwick was seen fleeing the crime scene after firing on an innocent Faunus bystander."

"Yeah, they did risk getting hurt to protect her, didn't he?" said Blake as she smiled, "Maybe a positive role model might improve the Faunus image."

"Maybe, but it looks like the Police want to arrest him toot sweet. They may even recruit some Hunters to track down the _Dark Knight_."

"That's a dumb name," she muttered.

"Like news services are known for making up names?" smirked Yang.

"I guess..." she replied, "Besides, _Caped Crusader_ sounds like something from a cheap comic download."

"It does at that."

"Ah, well it's time to get everyone up, clean and dressed, and head down to the cafeteria for breakfast."

"I'm not sure who's harder to get up, Ruby or Weiss," giggled Yang.

"Since we're all part of the same team now, it doesn't really matter."

...

Later in Professor Port's class, Marilyn was working her scroll while Port droned on about his hunting expedition to a distant island several years earlier. She didn't even seem to notice that he was standing in front of her.

"What say you, Miss von Richthofen?"

Without hesitation, she said, "Zinc bathtub full of small curd cottage cheese."

"Pardon?"

"That's the best lure for that particular breed of Boarbatusk," she replied evenly as the class giggled, "You used it in Chapter 69."

"Ah, you are paying attention," he said, "but what's so important that you have to work on it now?"

"I want to make sure that my first Flight Training Class goes off without a hitch," she answered, "My personal planes aren't enough and all of the planes of the _Flying Circus_ have already been assigned, so I'll have to order several training planes for various phases, including rockets and bombs with dye payloads and safety slugs for all the machine-guns and auto-cannons. Fortunately, my parents are willing to lease me the planes at reduced cost for the foreseeable future."

"I guess you have your hands full being both a student and part-time teacher?"

She nodded.

"Well since your grades are so high," he replied, "I guess I can't call you out on that. As you were." He turned and walked back to his desk.

"Flying Circus?" asked Jaune.

"Ah, Mister Arc," said Port, "Everyone should know that's the aerial hunting group of the Fokke-Richthofen Corporation. It formally consists of 192 planes broken down into twelve units. Eight units cull the Grimm around Vale, and four others are for hire to eradicate Grimm in the other Kingdoms."

"Plus a few training and reserve units," added Marilyn.

"Of course."

"That's..." began Jaune.

"Awesome!" blurt out Ruby.

"Well anyone who does well in my courses may well get priority consideration if they apply to the Flying Circus," mused the Red Baroness, "There's nothing quite like the life of a flying Huntress."

Ruby's eyes became huge upon hearing that. She placed her balled up hands under her chin and gaping maw.

"Ruby," groaned Yang, "You aren't even good at flying paper airplanes."

"That because paper planes are completely different," she gushed while the rest of the class giggled.

"Indeed, Miss Rose," replied Marilyn.

"Oh, call me Ruby. You are on Team RWBY after all."

"Very well... Ruby."

If Ruby's smile was any wider, her face would have broken.

"But... perhaps we should let Professor Port get back to his lecture?" she said awkwardly.

"Thank you, young miss," he replied as he returned his attention to the map he was using.

...

At lunch, rumors about the Bat Faunus Man were flying around the room even more than spit wads from the paper straw covers.

"I think the Bat Faunus Man is really a rat Faunus," said Anonymous Student #1.

"What makes you say that?" asked Anonymous Student #2.

"Because if everyone thinks the guy is a bat Faunus, then they aren't going to look for a rat Faunus," he replied.

"What if it's just a human and this is part of some plot to make Faunus look bad?" she asked.

"Oh, the White Fang Terrorists are doing that just fine on their own."

Blake scowled over her tuna salad sandwich.

"Well this guy proves there's plenty of good Faunus too," she said defensively.

"Ha, if there's good Faunus, then they would turn in all the White Fang to the authorities," he smirked.

Blake spun to face him as she said, "And plenty of White Fang have been turned in by Faunus from both inside and outside the group."

"How do you know that?"

"I have Faunus friends who left the White Fang when they... turned violent."

"So you're just another Faunus lover, are you?"

"That's not a nice thing to say," interrupted Yang.

"Well the White Fang aren't nice, are they?"

"Well how would you feel if you were judged by your skin color or the shape of your eyes?" asked Blake as she glared at him.

"That doesn't matter. We're all still humans and they're all still Faunus."

"Yet humans and Faunus are genetically compatible," she reminded him.

"Please, thinking about humans and Faunus... doing it... makes me queasy. It's just immoral, I tell you."

Blake sighed as she returned to her sandwich.


	14. Chapter 14

by neoraichu

Chapter Thirteen: Makeovers and Maneuvers

Cinder considered Roman as he sat behind his desk. He seemed deeply engrossed in a book: _Classic Villainy 101_. She knew it was a book about how to write villains for comic downloads, and yet he seemed to be taking it as some kind of manual.

"You know that everyone who's followed those tactics have lost, right?" she asked to break the ice.

"Don't be silly," he retorted, "The only reason the goody-goodies win is because they have a writer on their side. I'm sure there's no writer for this Bat Faunus Man character."

She simply rolled her eyes.

"Hmmm... I need a really short and catchy name..." he mused as she turned to come face to face with a shorter woman.

She smiled softly as Cinder looked her over. Less than 5' tall, her height didn't exactly stand out. What did stand out was that she had bi-color hair and two totally different eye colors. In fact, the only thing about her that wasn't two-color was her shoes and her parasol.

"Oh pardon me," said Roman he said as he did not look up, "Since you're so... busy... I've acquired a new assistant."

"New... assistant?"

"Yes, her name is Neopolitan," he continued, "but I just call her Neo for short. As you might have noticed, she... doesn't say much."

"A refreshing break," she muttered as she wondered, ' _Those colors... isn't that of a type of ice cream?! Seriously?!_ '

"What was that?" he asked as he looked over his book.

"I said, ' _What's her take_ '?"

"She's a noob so she's getting two minion shares," he replied as he returned to reading.

"And... does she have a semblance?" asked Cinder as she placed a finger up by her right ear.

"Oh... something about solid illusions, I think," he muttered, "I'm... sure it will come in handy."

"You just wanted a woman who doesn't talk, do you?" she asked as she looked over her shoulder.

"It's a perk," he mused, "but not the real benefit."

"Which is?"

"Oh, she's well versed in combat," he smirked, "almost as good as me."

"Whopee," she muttered.

"What was that?"

"I said, 'I see'," she replied as she headed for the door, "I'm sure the two of you will get along just fine..."

"Tell me, Neo," he said as the door closed, "What do you think of a name like ' _The Dashing Devil_ '?"

"What an egotistical self-absorbed creep he is," she mumbled as she kept walking.

...

"Okay," said Ruby as they paced their room, "Welcome to the first meeting of the SOS Brigade!"

"The what now?" asked Yang as she sat on her bed.

"We aren't even on a ship," added Weiss.

"Nono," said leader of RWBY, "SOS stands for ' _Saving Ourselves from the Shadow of evil_ '."

"Wouldn't that be S-O-S-E or S-O-T-S-E?"

"Ruby, that doesn't even make any sense," mumbled Blake from her bunk.

"And aren't we already Team RWBY?" interjected Yang.

"Oh, that's for school things!" retorted Ruby, "This... is for when we operate in public!.. Like when we're going to hunt down those Dust robbers, find their secret lair, defeat the shadowy villain who's masterminding the whole thing, and get back as much of the stolen Dust as we can!"

"What makes you think it's a gang with a secret lair?"

"Because Roman Torchwick was seen at a number of robberies, several of which were successful before **he** showed up."

"Is this some excuse to go out and look for the Bat Faunus Man?" asked Blake.

"Nono!" she replied awkwardly as she raised her hands defensively, "As Huntresses, it's more than our duty to just keep society safe from monsters!"

"Really? Then why are your cheeks turning red, fearless leader?"

" **NO, THEY AREN'T!** "

"I think my little sister is becoming a fangirl!" gushed Yang.

"Still, she has a point about investigating the Dust robberies," inserted Weiss.

"Is that your opinion as a member of Team RWBY or as a representative of the _Schnee Dust Company_?" as the lady with the black bow on her head.

"Just because I'm am part of the Schnee family does not negate the threat these robberies represent," she sniffed.

"So we need to go into town and look for clues!" gushed Ruby.

"Yeah... I'll rent the groovy van and the talking Great Dane," muttered Blake.

"What was that?"

"Nothing," she sighed.

"I'd swear that someone on the team isn't taking this seriously," mumbled Weiss.

"I'm sure you have better things to do with your time..."

"I was talking about you, Blake," she sighed.

"Who? Moi? Not serious?"

Ruby giggled.

"Ruby," suggested Weiss, "There's a small Dust shipment coming in by ship this very morning. Perhaps we should go down to the docks and see if any criminals are monitoring it. That might explain how they know when shops are getting more stock and robbing them before they have a chance to sell it."

"That is an awesome idea, Weiss!" she gushed.

"I can't help it if I'm gifted."

"And modest," sighed Blake.

"But I am modest," she protested, "If I told you of all the things I've already accomplished like fencing mastery, magic powers and opera singing, it could take... hours to tell."

"Hours of my life I'd never get back," she muttered.

"What?"

"I said, 'Your biography must be in back'."

"I don't get it."

"Never mind, it's not important."

"So everyone get dressed for a trip to town!" gushed Ruby.

"But we're just going to wear the same clothes we wear at school."

"Don't be silly, Blake," giggled Yang, "We all have several sets of the same clothing... don't you?"

"I have twelve sets of this outfit," corrected Weiss, "and six sets of bed clothes... What? There's no way I'm sleeping in anything less!"

"Of course not," agreed Yang, "I think all of us have at least two sets of bed clothes as well."

' _OH MY GOSH! I ONLY HAVE ONE SET OF CLOTHES FOR SCHOOL AND BED!_ ' thought Blake as she balked.

"Are you alright, Blake?" asked Ruby.

"Yeah, let's get ready for a trip to town!" said Blake as she changed the subject.

"Enthusiasms! That's what I like to hear!"

...

Roman mused as he looked himself over in the full length mirror, "Neo dear? Pinstripes at this time of the year?"

His reflection was of a pasty albino man in a full pinstripe suit, dark grey with black vertical striping. Even the cane was black, though it was the same shape. His hair was white as was his toothbrush mustache.

"Well I guess no one would ever connect The Dashing Devil to Roman Torchwick, now would they?"

Neo smiled. She was dressed in a bi-color flapper's dress, except her whole outfit was based on black and white reflections on each side of each article of clothing. Her parasol also looked like a large rubber mallet as it rested over her shoulder.

"Now we need to make a test robbery, and it has to be something other than a Dust shop or warehouse..." he mused, "Oh, I'm sure I'll think of something." He turned to Neo and added, "Now I need a few more thugs for this job. I don't think the source is going to let me use much more of his men... after this job."


	15. Chapter 15

by neoraichu

Chapter Fourteen: The Boon Docks

Schnee read her scroll as they approached the Vale Docks to make sure that they were going to the right pier to observe activity around the incoming Dust Shipment. "The boat should be pulling up to the dock right about now," she said as she read the docking schedule.

"Man, this place smells like old fish!" protested Ruby as she waved her hand under her nose.

As they walked towards the docks, Ruby looked up the street to see Vale Police surrounding a broken building. There was lines of police tap across the doorway and forming a perimeter about the front of the store. From what was left of the sign, she deduced it was a Dust Shop.

"What happened here?" she asked as she walked down the street.

"Fourth time this week," muttered an undercover detective (they could tell by the badge flopped over his top shirt pocket), "All the Dust cleaned out, the owner taken out, but the cash register and the vault were left alone." He sighed as he turned and added, "It's like this city is turning into a bloody jungle."

"I know, right?" said another detective.

"I mean, who really needs all that Dust?"

"I don't know," he replied, "Ya know what I mean?"

"You thinking it's the White Fang?"

"I'm thinking we don't get paid enough for this," he sighed back.

"What happened here?" asked Ruby as she walked up to the tape barrier.

"Dust robber, kid," he replied without turning, "This time by a freakish gang of people dressed like clowns. The card left inside said it was another robbery committed by the 'Dashing Devil'... What a damn freak."

"'Dashing Devil', you say?" she replied, "It sounds like a comic scroll download villain."

"I don't think the victim or his family would look at it so... lightly."

"Oh... yeah... sorry..." muttered Ruby, "Uh... good luck with your investigation."

There was no reply as the huntresses in training turned and walked back towards the docks.

Weiss snorted as she said, "The White Fang. What a bunch of degenerates."

"What's your problem?" asked Blake as she glared at her.

"My problem? I just don't care for the criminally insane."

"They're hardly psychopaths," she retorted, "They're just a bunch of misguided faunus."

"Misguided?!" she snorted, "They want global genocide against the human race!"

"So they're very misguided..." she replied, "but even so, that doesn't explain Dust Shop robberies in the middle of the night."

"Blake has a point," agreed Yang.

"Besides, the police never caught the Torchwick guy I ran into a month ago," added Ruby, "maybe it was him and his gang again?"

"But he was wearing a bowler hat and a white suit," said Weiss.

"Maybe it's all just a big disguise to throw off the police?"

"And you can't blame the White Fang or the faunus for this one," agreed Blake, "Not one robber so far as been identified as one."

"It still doesn't change the fact that the White Fang is a bunch of scumbags," snorted Weiss, "Those faunus only know how to lie, cheat, steal and kill."

"I don't think that's necessarily true," interrupted Yang.

"How are we supposed to know who we're looking for?" asked Blake, "Will they be wearing black hats and carrying signs that say, 'We're going to rob this ship after we check it out'?"

"Junior's men wear dark hats, dark suits and dark sunglasses," replied Yang.

"All the time?"

"Never seen one of his men 'out of uniform'," she answered with a smirk.

"Okay," sighed Blake, "I'll concede the point on that one."

"Thank you," she said as her smirk turned into a smile.

"Be quiet," said Weiss in somewhat hushed tones, "We should be on the dock any minute now."

"The boat's about a hundred yards away," said Belladonna.

"Well the dock is littered with conveniently placed crates that one could hide behind for scouting... or other nefarious purposes."

"Oh, hearing anyone say 'nefarious' always sends chills down my spine," said Ruby.

"A lot of things do that," said Yang as she leaned closer to her sister.

"Well... That's not my fault," she huffed back.

"Like every time you see a pic of that Bat Faunus Man," she said as she continued to tease her sister.

The leader of Team RWBY blushed as she replied, "I can't help it... He's a man of mystery and adventure!"

"So.. I betcha wanna know who he is for purely platonic reasons, right? Maybe see if he's rich and available?"

Her blush deepened more as she replied, "Absolutely platonic reasons!"

"Keep telling yourself that," smirked Yang as she play punched her sister's jaw.

"Be quiet!" interrupted Weiss, "I hear something going on on our dock!"

They came around the corner of a fishing shack to see someone leaping from crate to crate with a few sailors in pursuit.

"Come back here and pay up!" called one of the sailors.

"It's not my fault you wouldn't take bananas as payment!" he called back.

"No good stowaway!" he shouted.

"Hey, if I wasn't a good stowaway, I would have been caught!" he retorted, "I'm a great stowaway!"

"You stole them bananas from us in the first place!" cried one of the other sailors.

"Faunus criminal!" cried Weiss, "Just look at that... that... monkey tail!"

"He might be just a stowaway," replied Blake, "Not the same as casing a ship for stealing its Dust supply."

"Being a stowaway is still a crime!" she answered as she moved to block the advancing Faunus.

"Great," she muttered back as she leaned against the side of a shack near the end of the pier, "We're the damn Dock Police too."

"Do you think he's some kind of dangerous criminal?" asked Ruby as she leaned closer to Yang.

"I don't know," she replied, "He's not wearing a White Fang mask and he's not dressed like one of Junior's minions."

The monkey faunus jumped over Weiss with enough clearance to land on top of a two-story building. It was something Weiss did not anticipate.

"Well he's good," muttered Blake.

When the golden haired man landed on a crate, he surprised Blake by winking at her. It was a bold wink, but the angle told Blake that she would be the only one who could have possibly seen it.

' _What the heck is his problem?_ ' she thought as he leaped into the air once more.

"He's getting away!" called Weiss as she turned to chase him.

"Don't worry!" replied Ruby, "He's not faster than me!" She took off after the golden monkey faunus.

As soon as she turned the corner around the first building, they heard a thud and someone falling down. They turned the corner to see Ruby on her backside and a young girl who had been knocked to the ground and oddly not moving.

"Salutations!" said the strange orange haired girl. Her voice was overflowing with happiness.

"Oh, I'm so sorry," muttered Ruby as she stood up.

"Are you alright?" asked Yang.

"I am wonderful! Thanks for asking!" she replied.

"So..." muttered Weiss, "Are you planning to get up anytime soon?"

"Absolutely!" she answered. She responded by performing a martial arts maneuver called the kippup which lets some go from prone to standing in a very short amount of time. The girls all stepped back as she did so.

"Why does every word from her mouth sound so... cheerful?" asked Blake.

"Not everyone is a gloomy Gus like you," retorted Weiss.

"Whaaat-eveeer..." snorted Blake like a Goth chic.

"My name is Penny," said the orange haired girl, "It's a pleasure to meet you."

"Hi, I'm Ruby," said Ruby.

"I'm Weiss Schnee," said Weiss rather formally, "Heir to the Schnee Dust Company."

"I'm Blake," said Blake.

"Did you hit your head?" asked Yang before Blake gave her an elbow shot in the side, "Oh, I'm Yang."

"It's a pleasure to meet you," gushed Penny.

"You already said that," retorted Weiss.

"So I did."

"Well," said Ruby as they all turned, "Pleasure... running into you. Take care, friend."

They walked away.

"She was... strange," said Yang.

"Now where did that faunus riffraff run off to?" asked Weiss.

"What did you just call me?" asked a girl standing before them.

No one seemed surprised that Penny was suddenly in front of them.

Yang replied, "Sorry, I didn't think you could hear me."

"No, not you," replied Penny as she stepped past Weiss and Yang. She stopped in front of Ruby as she said, "You."

"Me?!" squeaked Ruby as she leaned her head back, "I... I don't... that is..."

"You called me 'friend'," she said as she leaned closer, "Am I really your friend?"

Ruby looked to her friends for advice, and they were all waving their hands or shaking their head so say 'no'.

"Yeah... sure..." she answered Penny, "Why not?"

The other three members of RWBY face faulted to the sound of a gong. Hey, where'd the gong come from?!

Penny laughed before she replied, "SENSATIONAL!" She leaned closer as she added, "We can paint our nails, try on clothes and talk about cute boys!"

"Is this what is was like when you met me?" asked Ruby as Weiss came up.

"No," replied Schnee, "She's far more... coordinated."

"Penny Polendina is here for the Vale Tournament," interrupted the Red Baroness as she walked up, "It's nice you are getting along because she will be competing against you for the cause of Atlas. Apparently someone felt that she should be... escorted to her living quarters for the upcoming events."

"She must be some kind of VIP," said Yang.

"It's an honor to meet you," she said as she offered her hand to Penny.

After an awkward moment, Penny shook Marilyn's hand.

For an instant, Ruby could have sworn she saw a flash in the Red Baroness' eyes.

"I can see why you're so... vital... to the Vital Festival."

"Did the Red Baroness just make a joke?" whispered Yang to Ruby.

"I... guess so."

"Yes," said Penny, "I am combat prepared!"

"So..." said Weiss, "You know that monkey-tailed rapscallion?"

"Who?"

She held up a very badly drawn picture... wait, when did she have time to draw that?!

"The filthy faunus from the boat!"

"Why do you keep saying that?!" snapped Blake.

"What?"

"Stopping calling him rapscallion! Stop calling him filthy faunus! He's a person after all!"

"I'm sorry," she replied dripping in snark, "Should I stop calling a trashcan a trashcan or a lamppost a lamppost?!"

"STOP IT!"

"Stop what?! He's already a criminal! Given time, I'm sure he'll join the other dirty faunus in the White Fang!"

Blake clenched her fist and growled as she shouted, "You ignorant little brat!" She turned and stalked off before Weiss could retort.

After a second, she replied, "How dare she talk to me like that?! I'm her teammate after all."

"You are just a judgmental little girl," she replied as she stopped to look back at Miss Schnee.

"What in the world makes you say that?!"

"I overheard some of the professors saying that Miss Schnee here tried to have Ruby replaced as team leader," said Marilyn as she leaned closer to the other members of Team RWBY.

"I... uh... think we should probably go," muttered Yang.

"You can always help me escort Penny here to her quarters," replied the Red Baroness.

"She doesn't look like any heavy hitter in the huntress department."

"Hunters are like Grimm: Looks can deceive you."

"Tru nuf," she sighed.

"The mere fact that just because he's a faunus means you think he'll join the White Fang makes you just a much a scoundrel as you claim he is."

"So you admit that the White Fang is just a no good bunch of terrorists!"

"How can you construe anything I've said to mean that?!" she said as her ire rose.

Sudden transition to RWBY's room, yet Yang and Ruby are still in the same positions relative to each other... somehow. Marilyn and Penny are no where to be seen.

"I don't understand why this is causing such a problem!" snorted Weiss.

"That is the problem!" retorted Blake.

"Why are you protecting an organization that hates humanity?! The White Fang is pure evil!"

"There's no such thing as pure evil!" she hissed back, "Why do you think the White Fang hates humans so much?! It's because of people like Cardin Winchester and you that force them to take such drastic measures!"

"People like ME?!" asked Weiss in shock.

"You discriminate based on the most superficial of qualities!"

"No, I'm a VICTIM!" replied Weiss.

There was an awkward moment of silence.

"You want to know why I hate the White Fang?" asked Miss Schnee, "Why I don't trust faunus?"

She placed her hands on the desk before the open window.

"It's because they've been at war with my family now for over a generation!" she snapped, "War, as in actual bloodshed and killing. My grandfather's company has had a large target painted in their back since as long as I can remember. Ever since I was a child, I've seen friends of the family taken and members of the board executed in cold blood. Even a whole trainload of Dust was stolen from under our noses."

Blake just stared.

"Every day, father came home furious," she added, "and that made my childhood... difficult."

Ruby stepped up and offered a hand to her shoulder as she said "Weiss... I..."

"No!" she snapped as she slapped the hand away. She stepped before Blake as she yelled, "You want to know the REAL reason I despise the White Fang?! They're just a bunch of LIARS! THIEVES! MURDERERS!"

"Maybe we were just sick and tired of being pushed around by a bunch of CORPORATE KILLERS!" yelled Blake.

Weiss stepped back as Ruby and Yang looked on in shock.

"I... uh..." she stammered, and then shot out the window in a blur of motion.

"Blake! Wait! Come back!" called Ruby, but she was already gone.

Yang just glared at Weiss, who's arms were defensively crossed over her stomach.

Meanwhile, Blake ran outside where she stood before the great monument of hunters and huntresses standing triumphant over the beast of the Grimm. She reached up and slowly pulled off the bow that fully enclosed her cat ears. Then she wiped a tear from her eye.

"I knew you'd look better without the bow," said the mysterious faunus boy.


	16. Chapter 16

by neoraichu

Chapter Fifteen: The Cat Faunus Woman

Blake looked back at the golden haired boy.

"You... knew?" she asked.

"Darn straight," he replied as he scratched his nose.

"How?!"

"Oh... I have my ways," he smirked.

"Fine," she replied, "but I'm getting out of here! Come with me or stay, that's up to you!"

"Hey," he mused, "Count me in."

Blake stalked off.

"Had a falling out with your friends?" he asked after a few minutes.

"You were _spying_ on us?!"

"You don't have to spy when someone's yelling," he replied evenly.

"Oh..."

"You and the white haired girl..." he continued.

"Schnee," she interrupted, "Weiss Schnee."

"You were having quite the discussion from all the way back at the docks."

"Argument," corrected Blake.

"Well, I was trying to be generous," he replied as the two moved into town.

"She can spew hate for hours," growled the cat faunus.

"Well if she's the Schnee I'm thinking of, she probably has a good reason."

"She might have reason to hate a few of us, but not ALL OF US!"

"Well that's true too."

"She spun to face him as she asked, "Whose side are you on?!"

"Well, I'm on my own side," he replied as he put his hands behind his head.

"I mean between humans and faunus," she said more calmly.

"Same answer, my dear."

She turned about once more to keep walking.

"You can't really trust someone who's only out for themselves."

"I didn't say that," he replied evenly, "I'm just not... attached... to any movement right now. Are you White Fang?"

She paused to look back.

"I was," she replied, "before... they became so radical."

"I guess they haven't learned that violence only begets..."

"Violence," finished Blake, "but there's times when the only thing someone understands..."

"is force?" he finished for her.

She nodded.

"I thought Hunters and Huntresses were... different," she sighed.

"Different?"

"That they could see past human and faunus labels."

"Yet you hid who you are," he observed.

"I... wanted to make sure... the person I once was... wasn't being actively hunted here..."

"By someone like the Bat Faunus Man?" he asked.

"Among others," she replied, "and it turns out I had good reason to."

"Oh?"

"I've seen the attitudes of people like Weiss Schnee and the bullying attitudes of those like Cardin Winchester. His pack of thugs pick on the school faunus with... virtual immunity!"

"You think the headmaster and the teachers... they're allowing this to happen?"

"I have yet to see them take any disciplinary action against any of them," she scowled.

"Any faunus stand up to them?"

"I've spoken out against him more than once," she fumed, "Not that it's done any good."

"So... what'cha gonna do now?"

"I need some cover to get intel on the White Fang operating in the city," she replied, "and hide my activities from Beacon Academy as well."

"You can always get a costume like the Bat Faunus Man," he suggested.

"That's brilliant!" she purred as she spun about. Her kiss to his cheek made him stop in his tracks.

"Glad I could help."

"I need a place outside the Academy to hide out," she mused.

"My place is pretty sheltered in the slums," he said, "Lots of people move around there without notice."

"Hey," she purred, "Is this some ploy to get me into your place?"

"Hah," he laughed, "My apartment isn't exactly the kind of hot place I'd want to invite a woman to come to."

"Still, it's easier than trying to find my own place... for the time being."

"Ain't I a Prince?" he smirked.

"That remains to be seen," she replied evenly, "I need to stop at a few shops on the way to your place. If I'm going to make a costume, I'm going to have to make my purchases look... inconspicuous."

"Planning to do anything... unlawful?"

"Some things that I'll have to do... they'll be somewhat unpleasant. It won't scare you off, will it?"

"Me?" he asked, "No, I've done my share of unpleasant things in the past. I'm not intimidated."

"Good," she replied, "Maybe you can be my vigilante sidekick."

"That sounds kinda cool," he chuckled.

"People won't suspect I'm a cat faunus if I make a feline costume," she mused.

"Like the way people think the Bat Faunus Man is a bat faunus, and using the costume to hide the fact in plain sight?"

"Something like that."


	17. Chapter 17

by neoraichu

Chapter Sixteen: Penny Wise, Weiss Foolish

"I didn't know she was faunus!" protested Weiss as they searched the city for Blake, "She could have told me!"

"Considering how they've been treated around the city and even around school," replied Yang, "I don't blame her. They way you vented your rage in her face didn't help any."

"I have my own reasons!" she replied, "Very good reasons!"

"You doubt she has good reasons of her own?" inquired the long haired blonde, "After all, the Schnee Dust Company does have a... reputation... for the brutal treatment of faunus."

"They brought it on themselves!"

"Depends on who you ask," she retorted.

"WHOSE SIDE ARE YOU ON?!" snapped the snow-haired woman.

"The truth, of course."

"You can't handle the truth!" she growled back.

"Come on," said Ruby, "We have to find Blake if we ever want to get her side of the story!"

"I'm not entirely sure everyone wants to hear her side of the story," muttered Yang.

"She's my teammate!" retorted Weiss, "Of course I want to hear what she has to say!"

"Even if you have to look past your own prejudices?"

"Are you saying I'm inflexible?! That I'm incapable of understanding or changing?!"

"You wouldn't be the first person or the last one," retorted Yang.

"Besides... I'm missing out on school work," she sniffed back, "I think that should say something."

"This city is a bit large for three to search alone," added the golden blonde as she looked around, "Maybe it's time to get... help."

"Ah, but we're Huntresses," retorted Ruby, "How would it look if we couldn't find one of our own teammates?!"

"That we're not perfect and we're not infallible."

"Uncle Qrow never needed more than his team."

"Or would his pride preclude him telling you he needed help?" asked Weiss.

"What are you implying?"

"Oh... nothing," she sniffed as she looked away.

"Has Blake ever mentioned having any friends in or out of school?" asked Yang.

"Not to my knowledge."

"Mine either," added Weiss, "She does tend to keep her own company... besides us."

"If you were secretly a faunus, who would you tell?" asked Ruby.

"Another faunus, I would guess..."

"I haven't seen her associate with any at the school."

"What about that other faunus..." mentioned Yang, "That... monkey boy from the boat the other day..."

"I still think he's a criminal," interrupted Weiss.

"Besides, what are the chances those two would bump into each other at a time like this?" asked Ruby.

"Yeah... You're right about that."

The three chuckled.

"But... what if she's already heading out of the city?" mused Ruby, "There's several ways out and we can't cover them all."

"What if who left the city?" asked a familiar voice behind them.

They all spun to see...

"Penny?!" asked Ruby, "What are you doing out here?"

"I was out performing the function called... 'sight seeing', I believe," replied Miss Polendina.

"The function called..." asked Yang.

"Greetings and salutations!" she announced, "Are you searching for someone?"

"Yes we are," said Yang.

"You mean the girl with the cat ears?" as she pointed to the top of her own head.

"How did..." asked Ruby. She wondered how Penny already knew Blake's secret.

"It was pretty obvious to me."

"Her name is Blake," replied Ruby, "She's been missing for... nearly a whole day now."

"A slight misunderstanding," agreed Yang as she gave a sidelong look at Weiss.

"Perhaps I can aid in the search for her," said Penny cheerfully as she stepped up to Ruby.

"I'd hate to bother you," said Ruby, "I'm sure between the three of us..."

She glanced over to where Yang and Weiss were standing just a second ago to see that they were no longer present.


	18. Chapter 18

by neoraichu

Chapter Seventeen: Of Dust and Death

"Wow, that's..." mused Sun as he watched Blake patch together a leather bodysuit, "That's going to be real tight."

"I prefer to think of it as... flexible," replied Blake as she stitched.

The grey suit was going to be quite tight. Almost painted onto her body. Enough to cover her up without limiting her ability to move. It covered pretty much everything except her mouth, and even that could be covered if she needed to add a gas mask. It even had a fake tail to make people believe she really had one.

"Planning to distract your enemies with your... curves?" he asked.

"Many of the criminals I'm going to fight happen to be men, after all."

"And that belt you're wearing?" he continued, "Is that just for show?"

"Of course not," she replied, "It has compartments... for useful things."

"Useful things?"

"The less you know, the better," she mused.

"So what got you into the White Fang?" he asked after watching her a moment.

"When I was 5, my parents brought me along to a peaceful protest," she replied, "They couldn't afford a babysitter."

"Taking a child to a protest?" he asked suspiciously.

"Back then, there was a thing called Segregation. They called it 'Separate, but Equal'. My parents called it 'Making Humans More Equal'. They wanted equal access to... everything humans took for granted."

"Why not move to Menagerie?"

"They gave us that island after the Great War as a refuge," she replied, "but it turned into a prison. The humans wanted to banish all faunus there like it was some kind of prison colony. My parents didn't want to go... at first."

"What changed?"

"Corporations decided that... humans were... more equal... than faunus," she replied slowly, "Companies like the Schnee Dust Company... they treated their faunus workers... as expendable trash."

"I take it the faunus workers wouldn't stand for it?"

"No, we protested. They called in the police to break us, and when they wouldn't use the level of force the dust mine owners wanted... they called in private forces to do the job: Human scabs, private security, strike breakers,.. It got ugly fast... The protesters had wooden signs... they had machine-guns."

"That doesn't sound good."

"We tried to be calm... tried to reason with them... but it failed. People like Adam Taurus became commanders by advocating violent solutions. The night raids on dust mines and warehouses began."

"So that's when the White Fang... changed?"

"Yes," she mused, "We would cut the power, destroy the backup generators, and attack from the dark... without mercy... like the way the humans didn't show us mercy."

"Your father went along with this? He was the leader of the White Fang."

"No, he didn't go along," she replied, "but he was overruled... He decided that he and his followers would leave for Menagerie and start over there."

"So Sienna Khan took over?"

"She... embraced the violence... saw that it got respect... well, fear from humans... she promoted the most effective fighters like Adam Taurus. Her grudge against the Schnee family... was personal."

"Personal?"

"They killed her husband and son... well, their security goons did. She decided that... taking out some of them in return... would change their minds."

"You knew about the kidnappings? The murders?"

"No... not while I was training under Taurus. I was just interested in... hurting their operations. Corporations live on profits, so taking away their money takes away their power. The scale of their... injustice... prompted action in our favor... eventually."

"When did you leave?"

"Adam... he grew cold... distant... He was hardened by all the killing he did... he supervised... that he ordered his followers to do... I didn't feel I belonged there anymore."

"I see."

"I realized that father and mother... they were right to leave when they did..."

"So why come to Beacon instead of going back to them?" he asked curiously.

"I'm... ashamed to go back now," she mused as she wiped her eyes.

"They're your family. They'd take you back."

"Not until... I've made up for my past sins."

Time passed awkwardly. Silently.

"Well, it's done," she mused as she held up the suit.

"Gonna try it on?" he asked as he waggled his eyebrows.

"I'm not going to strip in front of you!" she growled.

"Aw..." he sighed.


	19. Chapter 19

by neoraichu

Chapter Eighteen: Rubies and Pennies

"So..." said Penny as they walked along, "You are upset with your teammate?"

"Yes," replied Ruby, "Well... sort of..."

"I do not understand."

"She was less than honest... on a few points," continued Ruby.

"So you were... not aware she was faunus?"

"To be perfectly honest, no," she replied as she scratched the back of her head.

"And... this was a sore point?" she inquired.

"It was... to Weiss," replied Ruby, "She... apparently has had some... bad blood... with some faunus."

"Was Blake one of them?"

"I don't think so..."

"Well then it should not be an issue," said Penny with a smile.

"Blake... she ran off before I could find out..."

"It is not your fault then."

"It is my fault," she replied, "I am the leader of Team RWBY. I'm responsible for their well being. I'm supposed to inspire them..."

"So you are not responsible?"

"I guess I'm not," she mused as she looked down, "I don't know why Ozpin choose me when Weiss... she's better suited."

"Yet she has an issue with another member of the team that cannot be resolved?"

"I... don't know..."

"Perhaps things will become clear once Blake has been located?" she asked quizzically.

"I... hope so..."

"Well I shall assist you to my fullest capabilities because you are my friend!" she exclaimed.

"Thanks," replied Ruby softly.

...

Meanwhile...

...

"So..." said Sun, "You don't think the White Fang are involved in the dust heists?"

"So much has be stolen," replied Blake, "I've never known them to need so much of it. So many different types of crystals and dust."

"Hmm... but you aren't sure they _didn't_ do it either."

"I can't rule out the possibilities," she admitted, "After all, cells of the White Fang tend to be isolated to prevent the network from being totally compromised by any one arrest."

"That makes sense," he mused.

"And they'd have to be particularly cautious in a city that sports a Huntsman's Academy like Beacon," she continued.

"Even if they aren't exactly the Police?"

"Some hunters have used their... talents... to track down criminals as well as Grimm... and the Police are willing to hire... help... when it comes to a large crime spree like these dust robberies."

"That makes sense," he mused, "and would explain why so many attacks are at night."

"Though with street lights, faunus vision isn't as much of a benefit as it would be out in the country."

"And I take it the Cat Faunus Woman is going to look into these matters on her own?"

"It's better if you don't... get into the line of fire," she sighed.

"So any idea where they're going to hit next?" he asked as he placed his hands behind his head.

"Not yet," she mused as she looked at his head sidelong.

"Well... I heard there's going to be a big dust shipment coming in to the port in a day or so... while I was hitching a ride on that cargo ship."

"How... big?"

"It's **big**. Right from the Schnee Dust Company itself."

"I see," she replied.

"And the best way to prove that the White Fang isn't behind this is to go to this shipment, and hope that it's someone else who's going to trying and jack the shipment."

"I guess I'll have to patrol the docks tonight then," she replied.

"Call me if you need back-up," he said as he looked into her eyes.

"I... will..." she said softly.


	20. Chapter 20

by neoraichu

Chapter Nineteen: Bait and Switch

"So... the night is almost here," purred Blake, "It's about time to move to the docks... and see if any Faunus show up to try and steal that big dust shipment." She paused to glance at herself as she said, "Do I look... mysterious?"

"If by mysterious, you mean totally hot," replied Sun, "Then yes,.. yes, you do... I, on the other hand... look really stupid."

"It was the best I could do on the budget you gave me to work with," she replied as she glanced over at him.

"But..." he protested, "A gold cape over a puke green one-piece that's under a bright red vest? White stockings? Gaudy boots? Black gloves?"

"The colors should confuse them," she replied.

"And what's with the round black patch with the big white 'R' on it?!"

"Well d'uh," she sighed, "It's to remind people of your name: Rhesus, the Monkey Boy Wonder?"

"Holy halibut, Cat Faunus Woman!" he replied, "That's pretty sucky!"

"Hey! Stupid catch phrases! That'll confuse them even more!"

"And... this opera mask is supposed to stop people from recognizing me?" he added as he touched the mask.

"I think it will be enough," she purred, "It does make you look more... dashing."

"The things I do for a hot chic," he moaned.

"I assure you this is all for a good cause."

"We'll slip out the back and use the alley," he added.

"Good idea," she replied, "We don't want to be obviously connected to this building."

"I just don't want to be seen in public dressed like this," he muttered.

...

A few hours later...

...

"It's been two hours since sundown, and no sign of criminals," mused Rhesus as he lay on his back.

"If it is faunus, they'll wait until most of the humans are sleeping," replied Cat Faunus Woman.

"You know..." he added, "If they're going for subtle... would they be using a Bullhead VTOL Transport?"

She looked up as the whine of the engines came to her ears. "No," she replied, "They'd move in by boat."

The two of them watched as the Bullhead came in to land on the docks. Then the loading ramp came down.

"Damn," she muttered as men began coming out, "It is White Fang Soldiers." They were all bearing the White Fang Masks.

"Fakes?" he asked.

"Unlikely," she replied, "We... the White Fang... took great measures to punish any... fakers."

"And who the hell is that garish fop behind them?" he asked as a man in a white suit stepped up, a white dome over his head.

"I guess costumes are a thing now," she muttered.

"LISTEN UP, YOU ANIMALS!" he growled. A voice changer was clearly being used to disguise their voice. "We haven't got all night, so get that bloody dust crystals loaded up here as fast as you can!"

"No White Fang commander would ever address their troops like that," hissed the Cat Faunus Woman.

The White Fang spread out as he casually strolled down the ramp.

"Wait one second," hissed the Cat, "That cane! It looks just like the one I've seen used by Roman Torchwick!"

"Why would the White Fang work with human garbage like him?!" hissed Rhesus.

"A good question. I should just ask him myself..."

"Wait, if that's Roman, he's..." he muttered before he added, "She already went after him, didn't she?"

She was in fact already gone. In fact, she got behind the white suited man so fast, he had no time to react before a blade was at his throat.

"Whoa whoa, little lady," he said as he stopped cold, "There's no need for this, is there?"

"SOLDIERS OF THE WHITE FANG!" she called out, "WHY DO YOU SERVE THIS HUMAN TRASH?!"

"There's no need for names," he purred, "and these troops... they're here with their commander's blessing. A mutually beneficial arrangement for both of us."

"Who is their commander?!" she asked, "ADAM TAURUS?!"

"I'm not a snitch," he mused.

"Well your little operation is over right now!" she hissed.

Half a dozen more Bullheads came in as he said, "Oh... this isn't a small operation, my dear..."

While she looked up, he fired a shot into the dock at her feet that sent her flying back.

"It looks like we have some meddling kids to deal with first!" he called as he turned and pointed his cane at her.

The Faunus soldiers abandoned their attempts to open shipping crates as they came back.

...

Elsewhere...

...

Penny and Ruby walked down the street together.

"I guess it's about time to call it..." she mused before a small mushroom cloud arose in the distance.

"That was from the docks!" said Penny.

"I have a feeling we better get there and see who's causing this," she replied.

"I am combat ready!" she chirped as she took off after Ruby.

...

Back at the docks...

...

While Cat Faunus Woman dealt with the soldiers, Rhesus was assaulting the white suited man.

"What the hell kind of getup is that?!" he hissed.

"Funny talk from a guy with a bucket on his head dressed like a reject from Fantasy Island!" he replied.

"It is totally suitable for the Dashing Devil!" he growled.

"I am... gods, I can't believe this... I'm Rhesus, the Monkey Boy Wonder!" he answered.

"I'd keep that under my hat."

"Like you have any room to brag!" he said as he pulled out his staff. Jumping in, he engaged the Dashing Devil at point blank range. He knocked the cane-gun aside as he fired.

The Dashing Devil was accounting himself well with his cane, so Rhesus broke his staff into pistols, four of them joined like a pair of nunchuka. The guns and cane flew as shots went up into the sky around them.

The additional Bullheads were closing to land, their ramps opening as the Faunus prepared to unload onto the dock.

Meanwhile, the Cat Woman continued to clean up the White Fang on the dock, her combat prowess clearly superior to them. It also helped that she tossed around a few powerful stun grenades as she did so.

"KEEP FIGHTING, YOU IDIOTS!" called the Dashing Devil as the White Fang tried to recover from the loud bangs. They weren't doing so well.

...

Somewhere else slightly important to the plot...

...

Weiss and Yang came out of a bar. Yet another dead end in their search for Blake.

"I'm sure she has a good reason..." began Yang.

"Wait a second!" replied Weiss.

"But..."

"Hush! Can't you hear the shots and explosions?! I think it's coming from the docks!"

"Uh... you make it sound like that's unusual," she muttered as she unlocked her Ember Celica.

"And what do you call it?" she replied as she pulled her Myrtenaster.

"Sunday night," chuckled Yang.

"Hah-hah," she sighed, "Let's get down there..."

As they turned, they found themselves confronted by a petite young woman with a parasol. When they tried to get by, she blocked them by opening it.

"Get out of our way!" growled Weiss.

"We don't have time for you!" added Yang.

She smiled as she dropped a few small spheres before the two which erupted in a cloud of smoke.

"It's gas!" called Yang as the two of them began to choke.

"Like d'uh!" replied Weiss.

The two of them fell to their knees as the attacked back up. It took a moment for the gas to disperse, but the two ladies were already laying face down in the street. She simply moved up to claim her 'prizes'.

...

Back at the dock fight...

...

The din of battle was interrupted as a large scythe was embedded into the top of a shipping crate she was standing on alongside Penny.

"What's going on here?!" called Ruby.

"Are these friends of yours?" asked Penny.

When she looked back and replied, "No they are not," the Dashing Devil took that split second to fire a bright red shot right into her, sending her sprawling backwards by several feet.

Looking at Ruby trying to get back on her feet, Penny walked forwards.

"NO!" called Ruby, "It's too dangerous!"

She calmly looked back and replied, "I am combat ready." A sword-like device sprang out from her 'backpack' and floated behind her. The wire that supported it was almost invisible in the dark.

Three Bullhead came in from the bay firing chin mounted machine-guns down the dock towards her.

"I'll get you Red!" called the man in white, "and your little friend too!"

Before the machine-gun fire got close to her, incoming stream of cannon fire from over the city itself tore into one Bullhead causing one of its lift engines to burst into flame.

"What the?!.." asked Ruby as a powerful black helicopter swept in, more cannon fire from the nose impacting the second Bullhead.

The first turned away as it tilted towards the damaged engine.

"It appears to be some sort of... Bat Faunus Man Helicopter," suggested Penny.

"That's so cool!" gushed Ruby.

The second Bullhead turned as the black helicopter turned about over the bay and fired on the third.

Meanwhile, Penny used her blade (which somehow turned into several blades) to go around and kick the tails of the White Fang on the dock. It wasn't even a challenge for her.

"YOU MIGHT AS WELL GIVE UP!" called Ruby.

Suddenly, the man in white paused as his scroll rang.

"Excuse me," he mused, "I have to take this call..."

"What?!" she replied, "Rude!"

"Ah-hah... ah-hah... ah-hah..." he muttered as he read a text message as spoke into the scroll, "So the real package is secured?" More text appeared as he replied, "Excellent... time to wrap things up here."

"Wrap what up?!" called Ruby.

He tapped a button causing a buzz to emit from the White Fang troopers' belts.

"Oh you heroes," he chuckled, "so easily distracted by shiny things."

The White Fang ran for the edge as more Bullheads came in to pick them up. When one came for him, Ruby could see the mysterious figure she battled on her first day waiting for him in the doorway. She knew it was pointless to fire on her, and her gun wasn't good enough to take down a Bullhead alone.

"They're running away without the dust they came for?!" called the Cat Woman.

Looking out over the bay, Rhesus called, "And there's missiles coming right at us!"

"That must be something to keep the black helicopter from chasing them!"

Indeed, the black helicopter was fully occupied firing missiles at the incoming missiles.

"Are you telling me this was all a distraction?!" called monkey-boy.

"Whatever they were after, it looks like they got away with it!" she cussed, "We have to get out of here too!"

Once the missiles were stopped, the Cat and the Rhesus vanished into the night as the black helicopter flew away. Only Ruby and Penny remained as the VPD came running in with their cruisers and SWAT vans.


	21. Chapter 21

by neoraichu

Chapter Twenty: Bull and Bear

"Nice evening, officer," said the thin bespectacled man arriving on the docks. The Good Witch was in tow behind. A muscular man in a uniform was walking behind her.

"Professor Ozpin," he replied as he looked up, "How can I help you?"

"I've heard that one of the Academy Students was involved in an... incident," he replied evenly.

"It... uh... yes, there was... an armed incident here earlier," he answered slowly.

"I see," he mused, "Is my student under arrest?"

"No sir," said the officer with a salute, "She's free to go once we're done... questioning her as a witness."

"Then I insist on acting as her council for the remainder of the questions."

"Of course," he said, "I shall... take you to her at once."

"And what of Penny Polendina?!" asked the other gentleman.

"She is... also free to leave... once she's..."

"Once she's nothing!" he growled, "As the offspring of one of out greatest scientists, she is under the protection of the Atlesian Military! You will turn her over to me at once!" Six robot soldiers seemed to fade in from the growing shadows of the docks.

"But sir..."

"It's fine," replied Ozpin, "I promise her military... guardians... will finish questioning her and turn over any information that is... not classified in nature."

"Of course..."

"Atlas runs a tight ship!" he growled as he placed his hands behind his back.

"Now General Ironwood," said Ozpin as he looked back, "Respect is one matter, but I expect you to respect Vale laws. It isn't Atlas."

The General scowled a second before he replied, "Yes, I am aware this is not Atlas."

Penny came running over as he dropped down to his knee.

"Your... father... he's been worried sick about you," he said in a softer tone.

"I'm sorry," she replied as she looked down.

"You aren't ready for such... dangerous maneuvers," he continued.

"I am combat ready!" she protest as he stood.

"You will be combat ready only when I say so," he said as he turned, "Now... let us return to the base."

He walked off towards a parked limo as she followed behind.

Ozpin continued to walk ahead until he came across Ruby sitting on a crate surrounded by Vale Detectives and Officers.

"Miss Rose," he said evenly as he walked through the men surrounding her, "Are you well?"

"Oh, just a little... bruise... to my aura," she replied evenly.

"Have you been aware of your students movements this evening?" asked one of the Detectives.

"It's not like we're spying on them," he replied, "They've proven they can take care of themselves before getting admitted to Beacon academy."

The Detective nodded.

"So... about the matter of the... battle that took place here?"

"It was a fierce engagement between White Fang terrorists and... some unknown Hunters," answered the Detective.

" _Unknown_?" asked Glynda.

"Yeah," he said as he glanced at his notes, "There was one faunus man dressed as... a bat, another as... a monkey, and a female... in some kind of skin tight leather catsuit... and this one." The last one was indicated by jerking his thumb at Ruby.

"Great," she muttered, "Vigilante Hunters. That's all we need."

"One of them was piloting a black helicopter with... military grade weapons."

Ozpin raised an eyebrow at that. "So the reports of missile fire over the bay..."

"There's enough eyewitnesses to verify that part," he mused, "and cannon fire as well. We have some downed VTOLs and some captured White Fang we're taking downtown to be questioned at length."

"I trust the Academy will be..."

"Will be kept advised," he answered.

Ozpin's scroll rang. "Excuse me," he said abruptly, "I have to take this." He walked off with Glynda in tow. He raised the scroll as he said, "Connect."

The image of Jacques Schnee appeared in holographic form on the two dimensional plane.

"Mister Schnee," he said evenly, "How can I help you?"

"Weiss Schnee has dropped off the grid!" he growled, "What the hell is going on down there?!"

"I am not aware..."

"Are you saying you incompetent clowns aren't keeping tabs on her?!" he snarled, "First she runs off to join your two-bit Academy against my wishes, and now she's missing?!"

"Sir, there is no need for such..."

"SHE IS MY HEIR!" he corrected him.

"Just a moment," he sighed as he cut off the audio.

"We lost track of Weiss Schnee about an hour ago," asserted Glynda, "We believe she was heading towards the incident at the docks when her tracking signal was abruptly... terminated."

"So... they used a dust robbery to cover up a kidnapping?" he mused.

"What?!" asked the Detective, "We need to get every available man on this..."

"Beacon is also willing to give any assistance you ask for," he offered.

"Your offer is appreciated."

Ozpin glanced back as he asked, "Is something wrong, Glynda?"

"If General Ironwood is here," muttered Glynda, "Then... she's here too."

"I'm sure that Winter Schnee knows better than to meddle with affairs outside of the Atlas military..."

"She's a Schnee, sir."

The Detective walked off. Ozpin watched him go.

"You better call in... him."

"I suppose," Ozpin sighed as he checked his scroll.

An ominous message read, "Ozpin. The Queen has Pawns. Qrow."

He tapped the scroll to call 'Qrow' from his list of contacts.

...

Meanwhile...

...

Weiss and Yang awoke wearing naught but their smiles while inside a large cage somewhere underground. Two men were glowering down upon them from an upper level.

"Well, it's about time," said the Dashing Devil, "I was beginning to think my associate... overdid it with you."

"What is the meaning of this outrage?!" hissed Weiss as she tried to cover herself with her hands.

"Welcome to hell," said the other masked man, "A hell created by the Schnee Dust Company."

"You have us... at a disadvantage," said Yang as she fingered a collar about her neck. Weiss had one as well.

"Oh, you'll be safe," said the Devil, "As long as you stay away from the edges of that cage... Even with you semblances and auras suppressed..."

They quickly realized they were surrounded from the shadows by Beowolves.

"You monsters kept the faunus workers here... after the beowolves attacked," said the masked man, "Dozens of my kind... died for the greed of your family."

"That's a lie!" she sputtered, "We didn't know about the beowolf incursion!"

"LIAR!" he howled, "I WAS HERE WHEN IT HAPPENED! MY SISTER DIED IN MY ARMS!"

Weiss was struck speechless.

"I should let the Grimm in and tear you both to..."

"Now now Adam Taurus," said the Devil, "Remember, we're doing the for the ransom... which they won't pay for a corpse."

"I'm only helping you for my own reasons!" growled Adam back.

"You reasons are your own, but I will not let you ruin my plans for personal revenge!"

"Beware... you're treading on thin ice, human."

"If this goes bad," he retorted, "You and your... terrorist cell... will have EVERY Hunter on Remnant out for your blood."

"It is a risk I am willing to take."

"Risk yourself, but you better not risk me."

Adam growled in reply. The lady with the parasol hovered just behind the man in the white suit.


End file.
